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, 1999

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

         For the transition period from __________________ to _______________

         Commission file number           1-13934


                         MIDWEST EXPRESS HOLDINGS, INC.
             (Exact name of registrant as specified in its charter)

         Wisconsin                                         39-1828757
(State or other jurisdiction of                         (I.R.S. Employer
incorporation or organization)                        Identification No.)

                            6744 South Howell Avenue
                           Oak Creek, Wisconsin 53154
                    (Address of Principal executive offices)
                                   (Zip code)

                                  414-570-4000
              (Registrant's telephone number, including area code)

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.

                                Yes X         No

As of July 31, 1999,  there were  14,156,317  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 June 30, 1999



                                      INDEX


                         PART I - FINANCIAL INFORMATION

                                                                        Page No.
Item 1.       Financial Statements (unaudited)

              Consolidated Statements of Income                              3

              Condensed Consolidated Balance Sheets                          4

              Consolidated Statements of Cash Flows                          5

              Unaudited Notes to Consolidated
               Financial Statements                                          6

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

Item 3.       Quantitative and Qualitative Disclosures
                about Market Risk                                           18

                           PART II - OTHER INFORMATION

Item 4.       Submission of Matters to a Vote of Security Holders           19

Item 5.       Other Information                                             19

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

SIGNATURES                                                                  21


                                       2
<PAGE>

Part I  Item I - Financial Statements

<TABLE>
                                              MIDWEST EXPRESS HOLDINGS, INC.
                                            CONSOLIDATED STATEMENTS OF INCOME
                                     (Dollars in thousands, except per share amounts)
                                                       (Unaudited)
<CAPTION>
                                                  Three Months Ended June 30,  Six Months Ended June 30,
                                                       1999         1998         1999         1998
<S>                                                 <C>          <C>          <C>          <C>
Operating revenues:
       Passenger service ........................   $ 108,044    $  91,597    $ 196,906    $ 170,798
       Cargo ....................................       2,893        2,939        5,926        5,869
       Other ....................................       6,725        5,561       13,711       11,841
                                                    ---------    ---------    ---------    ---------
         Total operating revenues ...............   $ 117,662    $ 100,097      216,543      188,508
                                                    ---------    ---------    ---------    ---------
Operating expenses:
       Salaries, wages and benefits .............      32,210       29,178       61,232       55,481
       Aircraft fuel and oil ....................      11,883       10,410       22,240       21,612
       Commissions ..............................       8,314        8,128       15,381       14,753
       Dining services ..........................       6,237        4,920       11,435        9,318
       Station rental, landing and other fees ...       7,293        6,240       15,296       13,446
       Aircraft maintenance materials and repairs      11,522        8,985       21,900       16,452
       Depreciation and amortization ............       3,124        2,414        6,093        4,749
       Aircraft rentals .........................       4,648        4,713        9,538        9,424
       Other ....................................      11,627        8,278       21,359       17,039
                                                    ---------    ---------    ---------    ---------
         Total operating expenses ...............      96,858       83,266      184,474      162,274
                                                    ---------    ---------    ---------    ---------
Operating income ................................      20,804       16,831       32,069       26,234
                                                    ---------    ---------    ---------    ---------

Other income (expense):
         Interest income ........................         195          476          402          890
         Other ..................................        (103)         (90)        (210)        (179)
                                                    ---------    ---------    ---------    ---------
         Total other income (expense) ...........          92          386          192          711
                                                    ---------    ---------    ---------    ---------

Income before income taxes ......................      20,896       17,217       32,261       26,945
Provision for income taxes ......................       7,836        6,456       12,098       10,104
                                                    ---------    ---------    ---------    ---------
Net income ......................................   $  13,060    $  10,761    $  20,163    $  16,841
                                                    =========    =========    =========    =========

Net income per common share - basic .............   $    0.92    $    0.76    $    1.43    $    1.19
                                                    =========    =========    =========    =========
Net income per common share - diluted ...........   $    0.91    $    0.75    $    1.41    $    1.17
                                                    =========    =========    =========    =========

</TABLE>

                 See notes to consolidated financial statements.


                                       3
<PAGE>



Part I  Item I - Financial Statements

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

                                                      June 30,     December 31,
                                                        1999         1998
                                                     (Unaudited)
                            ASSETS
Current assets:
     Cash and cash equivalents ...................   $  14,594    $  13,455
     Accounts receivable:
         Traffic, less allowance for doubtful
           accounts of $207 and $251 at June
           30, 1999 and December 31, 1998,
           respectively ..........................       8,558        5,450
         Other receivables .......................       2,841        3,804
                                                     ---------    ---------
                  Total accounts receivable ......      11,399        9,254
     Inventories .................................       5,039        4,020
     Prepaid expenses ............................       6,079        6,358
     Deferred income taxes .......................       4,676        5,521
     Aircraft and modifications intended to
      be financed by sale and leaseback
      transactions ...............................        --            951
                                                     ---------    ---------
                  Total current assets ...........      41,787       39,559
                                                     ---------    ---------
Property and equipment, at cost ..................     287,582      243,284
     Less accumulated depreciation ...............      90,020       82,701
                                                     ---------    ---------
Net property and equipment .......................     197,562      160,583
Landing slots and leasehold rights, net ..........       4,409        4,572
Purchase deposits on flight equipment ............       4,117       13,383
Other assets .....................................       3,104        2,380
                                                     ---------    ---------
Total assets .....................................   $ 250,979    $ 220,477
                                                     =========    =========

              LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
     Accounts payable ............................   $   6,471    $   5,064
     Income taxes payable ........................       2,288        2,305
     Air traffic liability .......................      42,001       35,285
     Accrued liabilities .........................      37,391       39,367
                                                     ---------    ---------
                  Total current liabilities ......      88,151       82,021
                                                     ---------    ---------
Long-term debt ...................................       3,144        3,206
Deferred income taxes ............................      12,782       13,647
Noncurrent scheduled maintenance expense .........      14,078       12,082
Accrued pension and other postretirement
 benefits ........................................       8,393        6,201
Other noncurrent liabilities .....................       5,440        5,688
                                                     ---------    ---------
Total liabilities ................................     131,988      122,845
                                                     ---------    ---------
Shareholders' equity:
     Preferred stock, without par value,
      5,000,000 shares authorized,
      no shares issued or outstanding ............        --           --
     Common stock, $.01 par value, 25,000,000
      shares authorized, 14,539,231 shares
      issued in 1999 and 14,464,056 in 1998 ......         145          145
     Additional paid-in capital ..................      10,975        9,680
     Treasury stock, at cost, 384,181
      shares in 1999 and 381,015
      shares in 1998 .............................      (6,501)      (6,401)
     Retained earnings ...........................     114,372       94,208
                                                     ---------    ---------
Total shareholders' equity .......................     118,991       97,632
                                                     ---------    ---------
Total liabilities and shareholders' equity .......   $ 250,979    $ 220,477
                                                     =========    =========


                 See notes to consolidated financial statements.


                                       4
<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,
                                                          1999        1998
Operating activities:
     Net income ....................................   $ 20,163    $ 16,841
     Items not involving the use of cash:
         Depreciation and amortization .............      6,093       4,749
         Deferred income taxes .....................        (20)     (3,141)
         Other .....................................      2,697       2,505
     Changes in operating assets and liabilities:
         Accounts receivable .......................     (2,145)       (635)
         Inventories ...............................     (1,019)         62
         Prepaid expenses ..........................        279      (1,216)
         Accounts payable ..........................      1,407      (1,203)
         Income taxes payable ......................        (17)      2,811
         Accrued liabilities .......................     (1,726)        103
         Air traffic liability .....................      6,716       5,769
                                                       --------    --------
     Net cash provided by operating activities .....     32,428      26,645
                                                       --------    --------
Investing activities:
     Capital expenditures ..........................    (36,368)    (40,793)
     Proceeds from sale of property and equipment ..         28           3
     Other .........................................       (973)     (3,131)
                                                       --------    --------
     Net cash used in investing activities .........    (37,313)    (43,921)
                                                       --------    --------
Financing activities:
     Proceeds from sale and leaseback transactions .        951        --
     Other .........................................      5,073       3,689
                                                       --------    --------
     Net cash provided by financing activities .....      6,024       3,689
                                                       --------    --------
Net increase (decrease) in cash and
 cash equivalents ..................................      1,139     (13,587)
Cash and cash equivalents, beginning of period .....     13,455      32,066
                                                       --------    --------
Cash and cash equivalents, end of period ...........   $ 14,594    $ 18,479
                                                       ========    ========



                See notes to consolidated financial statements.

                                       5
<PAGE>

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

1. Business and Basis of Presentation

The  consolidated  financial  statements for the six-month period ended June 30,
1999 are  unaudited  and  reflect  all  adjustments  (consisting  only of normal
recurring  adjustments) that are, in the opinion of management,  necessary for a
fair  presentation  of the  financial  position  and  operating  results for the
interim  period.  The  consolidated  financial  statements  should  be  read  in
conjunction  with the  consolidated  financial  statements  and  notes  thereto,
together with  Management's  Discussion and Analysis of Financial  Condition and
Results of Operations,  contained in the Company's Annual Report to Shareholders
and  incorporated  by reference in the Company's  Annual Report on Form 10-K for
the year ended  December 31, 1998.  The results of operations  for the six-month
period ended June 30, 1999 are not necessarily indicative of the results for the
entire fiscal year ending December 31, 1999.

2.    New Accounting Standards

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

3.    Segment Reporting

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







                                       6
<PAGE>


                                     Three Months Ended June 30, 1999
                                 Midwest
                                 Express     Astral   Elimination  Consolidation
Operating revenues ..........    $106,930    $ 11,670    ($   938)      $117,662
Operating income ............      19,477       1,327        --         $ 20,804
Depreciation and amortization       2,924         200        --            3,124
Interest income .............         195         150        (150)           195
Interest expense ............         218        --          (150)            68
Income before income taxes ..      19,419       1,477        --           20,896
Provision for income taxes ..       7,282         554        --            7,836
Total assets ................     241,813      21,950     (12,784)       250,979
Capital expenditures ........       9,630         401        --           10,031


                                     Three Months Ended June 30, 1998
                                 Midwest
                                 Express     Astral   Elimination  Consolidation
Operating revenues ..........    $ 90,464    $ 10,673    ($ 1,040)      $100,097
Operating income ............      15,417       1,414        --           16,831
Depreciation and amortization       2,242         172        --            2,414
Interest income .............         476         146        (146)           476
Interest expense ............         216        --          (146)            70
Income before income taxes ..      15,657       1,560        --           17,217
Provision for income taxes ..       5,871         585        --            6,456
Total assets ................     184,835      18,076     (10,940)       191,971
Capital expenditures ........      31,223          60        --           31,283


                                     Six Months Ended June 30, 1999
                                 Midwest
                                 Express     Astral   Elimination  Consolidation
Operating revenues ..........    $196,770    $ 21,562    ($ 1,789)      $216,543
Operating income ............      30,673       1,396        --           32,069
Depreciation and amortization       5,694         399        --            6,093
Interest income .............         402         282        (282)           402
Interest expense ............         419        --          (282)           137
Income before income taxes ..      30,583       1,678        --           32,261
Provision for income taxes ..      11,469         629        --           12,098
Total assets ................     241,813      21,950     (12,784)       250,979
Capital expenditures ........      35,170       1,198        --           36,368


                                     Six Months Ended June 30, 1998
                                 Midwest
                                 Express     Astral   Elimination  Consolidation
Operating revenues ..........    $170,263    $ 20,191    ($ 1,946)      $188,508
Operating income ............      24,828       1,406        --           26,234
Depreciation and amortization       4,411         338        --            4,749

Interest income .............         890         254        (254)           890
Interest expense ............         396        --          (254)           142
Income before income taxes ..      25,285       1,660        --           26,945
Provision for income taxes ..       9,482         623        --           10,104
Total assets ................     184,835      18,076     (10,940)       191,971
Capital expenditures ........      40,702          91        --           40,793


                                       7
<PAGE>

Part I Item 2.

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

                              Results of Operations
Overview
The  Company's  1999  second  quarter  operating  income was $20.8  million,  an
increase of $4.0 million from the second quarter 1998.  Net income  increased by
$2.3  million,  or 21.4%,  to $13.1  million.  For the first six months of 1999,
operating  income was $32.1  million,  an  increase of $5.8  million  from 1998.
Year-to-date net income increased from $16.8 million to $20.2 million, or 19.7%.
Year-to-date  diluted  earnings per share were $1.41,  a $.24, or 20.5% increase
over 1998 results.

The Company's total revenue in the second quarter  increased  $17.6 million,  or
17.5%,  relative  to the second  quarter  1998.  The  increase  in  revenue  was
primarily  attributable  to record  passenger  traffic  resulting from continued
strong  passenger  demand for air travel.  Traffic,  as  measured  by  scheduled
service  revenue  passenger  miles (RPMs),  increased  24.5% on 23.6%  increased
capacity. Revenue yield decreased 5.3% as a result of increased passenger volume
in lower-yield markets and competitive pricing pressures in certain markets. The
Company also  realized  increased  revenue from the Midwest  Express  MasterCard
program and frequent flyer partnership programs.

The Company's  operating  costs  increased by $13.6  million,  or 16.3%,  in the
second  quarter  primarily  due to  capacity  growth.  The  Company  placed four
additional  aircraft into scheduled service since second quarter 1998. On a cost
per available seat mile (ASM) basis,  costs  decreased from 12.7(cent) in second
quarter 1998 to  12.0(cent) in the second  quarter 1999, or 5.9%.  Excluding the
impact of lower fuel  prices,  unit costs (cost per total ASM)  decreased  5.4%.
Unit costs  decreased due to larger  capacity MD-80 aircraft  placed in service,
improved fixed cost absorption  associated with the 23.6% capacity  increase and
continued  focus  on  cost  and  process  improvement  throughout  the  Company.
Additional detail on cost changes is included in subsequent sections.


                                       8
<PAGE>

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

<TABLE>
<CAPTION>
                                                       Three Months Ended                  Six Months Ended
                                                            June 30,                           June 30,
                                                                                 %                                     %
                                                       1999           1998     Change      1999           1998       Change
<S>                                                 <C>           <C>            <C>    <C>           <C>            <C>
Midwest Express Operations
Origin & Destination Passengers                       543,446       451,580     20.3      986,036       827,198       19.2
Revenue Passenger Miles (000s)                        517,112       412,624     25.3      944,461       764,480       23.5
Scheduled Service Available Seat Miles (000s)         761,802       609,009     25.1    1,467,037     1,194,795       22.8
Total Available Seat Miles (000s)                     767,378       613,774     25.0    1,481,225     1,210,433       22.4
Load Factor (%)                                          67.9%         67.8%     0.1         64.4%         64.0%       0.4
Revenue Yield                                       $   0.187     $   0.196     -4.9    $   0.186     $   0.197     -5.7
Cost per total ASM                                  $   0.114     $   0.122     -6.8    $   0.112     $   0.120     -6.7
Average Passenger Trip Length                           951.5         913.7      4.1        957.8         924.2        3.6
Number of Flights                                      11,617        10,127     14.7       22,415        19,920       12.5
Into-plane Fuel Cost per Gallon                     $   0.534     $   0.560     -4.6    $   0.519     $   0.587     -11.6
 Full-time Equivalent Employees at End of Period        2,301         1,971     16.7        2,301         1,971       16.7
Aircraft in Service at End of Period                       30            26     15.4           30            26       15.4

Skyway Airlines Operations
Origin & Destination Passengers                        93,205        85,306      9.3      173,050       156,169       10.8
Revenue Passenger Miles (000s)                         21,329        19,707      8.2       39,470        36,140        9.2
Scheduled Service Available Seat Miles (000s)          41,283        40,790      1.2       80,362        80,310        0.1
Total Available Seat Miles (000s)                      41,443        40,790      1.6       80,662        80,346        0.4
Load Factor (%)                                          51.7%         48.3%     3.4         49.1%         45.0%       4.1
Revenue Yield                                       $   0.542     $   0.538       .7    $   0.541     $   0.554     -2.4
Cost per total ASM                                  $   0.250     $   0.227      9.9    $   0.250     $   0.234        6.9
Average Passenger Trip Length                           228.8         231.0     -1.0        228.1         231.4     -1.4
Number of Flights                                      11,148        10,924      2.1       21,591        21,441        0.7
Into-plane Fuel Cost per Gallon                     $   0.643     $   0.629      2.2    $   0.600     $   0.652     -8.1
 Full-time Equivalent Employees at End of Period          370           285     29.8          370           285       29.8
Aircraft in Service at End of Period                       15            15     --             15            15     --


         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 in service are excluded
                  from the aircraft in service statistics.


</TABLE>
                                       9
<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:

<TABLE>
<CAPTION>
                                     Three Months Ended June 30,              Six Months Ended June 30,
                                      1999                 1998                 1999                1998
                                      ----                 ----                 ----                ----
                              Per Total    % of    Per Total   % of     Per Total   % of    Per Total    % of
                                 ASM      Revenue     ASM     Revenue     ASM      Revenue     ASM      Revenue
                                 ---      -------     ---     -------     ---      -------     ---      -------
<S>                            <C>        <C>      <C>        <C>     <C>          <C>     <C>           <C>
Operating revenues:
Passenger service               $0.134     91.8%    $0.140     91.5%     $0.126     90.9%     $0.132     90.6%
Cargo                           $0.004      2.5%     0.004      2.9%     $0.004      2.7%      0.005      3.1%
Other                           $0.008      5.7%     0.009      5.6%     $0.009      6.4%      0.009      6.3%
                                ------    -----     ------    -----      ------    -----      ------    -----
Total operating revenues        $0.145    100.0%     0.153    100.0%     $0.139    100.0%      0.146    100.0%
                                ------    -----     ------    -----      ------    -----      ------    -----

Operating expenses:
Salaries, wages and benefits    $0.040     27.4%     0.045     29.2%     $0.039     28.3%      0.043     29.4%
Aircraft fuel and oil           $0.015     10.1%     0.016     10.4%     $0.014     10.3%      0.017     11.5%
Commissions                     $0.010      7.1%     0.012      8.1%     $0.010      7.1%      0.012      7.8%
Dining services                 $0.008      5.3%     0.007      4.9%     $0.007      5.3%      0.007      5.0%
Station rental, landing and     $0.009      6.2%     0.009      6.2%     $0.010      7.1%      0.010      7.1%
    other fees
Aircraft maintenance
    materials/repairs           $0.014      9.8%     0.014      9.0%     $0.014     10.1%      0.013      8.7%
Depreciation and amortization   $0.004      2.7%     0.004      2.4%     $0.004      2.8%      0.004      2.5%
Aircraft rentals                $0.006      4.0%     0.007      4.7%     $0.006      4.4%      0.007      5.0%
Other                           $0.014      9.9%     0.013      8.3%     $0.014      9.9%      0.013      9.1%
                                ------    -----     ------    -----      ------    -----      ------    -----
Total operating expenses        $0.120     82.3%    $0.127     83.2%     $0.118     85.2%     $0.126     86.1%
                                ======    =====     ======    =====      ======    =====      ======    =====

Total ASMs (000s)              808,821             654,564            1,561,887            1,290,779


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

</TABLE>

                  Three Months Ended June 30, 1999 Compared to
                        Three Months Ended June 30, 1998

Operating Revenues
Company operating  revenues totaled $117.7 million in the second quarter 1999, a
$17.6  million,  or 17.5%,  increase  over the second  quarter  1998.  Passenger
revenues  accounted for 91.8% of total revenues and increased $16.4 million,  or
18.0%,  from 1998 to $108.0  million.  The increase was  attributable to a 24.5%
increase in passenger volume, as measured by revenue passenger miles.

Midwest Express  passenger  revenue  increased by $15.5 million,  or 19.1%, from
1998 to $96.5  million.  This increase was caused by a 20.3%  increase in origin
and destination  passengers.  Total capacity,  as measured by scheduled  service
ASMs,  increased  25.1% due to four  additional  aircraft in  scheduled  service
during the second quarter 1999.  Also, load factor  increased from 67.8% in 1998
to 67.9% in 1999 due to continued strong travel demand.  Revenue yield decreased
4.9% due to competitive  pricing pressure in several  markets,  operating larger
aircraft on certain routes and increased passenger volume in lower-yield markets
such as Los Angeles, Phoenix and Orlando.

Skyway passenger revenue  increased by $.9 million,  or 8.9%, from 1998 to $11.6
million.  This  increase was  primarily  caused by an 8.2% increase in passenger
volume as load factors  increased  from 48.3% in 1998 to 51.7% in 1999.  Revenue
yield increased .7%.



                                       10
<PAGE>

Revenue from cargo,  charter and other  services  increased  $1.1 million in the
second quarter 1999.  Midwest Express  benefited from increased revenue from the
Midwest  Express  MasterCard  program of $.8  million and  increased  revenue in
frequent flyer partnership programs of $.3 million.

Operating Expenses
1999 operating  expenses  increased by $13.6 million,  or 16.3%,  from 1998. The
increase was primarily the result of service expansion. Midwest Express operated
14.7% more  flights  during the  quarter  and had four  additional  aircraft  in
service.  Cost  per  total  ASM  decreased  5.9%,  from  12.7(cent)  in  1998 to
12.0(cent) in 1999.

Salaries, wages and benefits increased by $3.0 million, or 10.4%. The labor cost
increase  reflected  the  addition of  approximately  415  full-time  equivalent
employees  (330 at Midwest  Express and 85 at Skyway)  since June 30, 1998,  and
increases  in labor  rates.  Midwest  Express  added  employees  throughout  the
organization  to support  additional  aircraft  placed in service;  Skyway added
employees  primarily  to support  ground  service  operations  at the  Milwaukee
airport and to support the start-up of the regional jet program. These increases
were partially offset by a lower profit sharing  accrual,  which reflected lower
year-over-year  earnings  improvements.  The profit sharing and incentive  plans
which  benefit  substantially  all  employees,  and are  dependent  on achieving
certain levels of profitability,  are payable annually and accrued monthly based
on earnings to date and  projected  results for the  remainder of the year. On a
cost per total ASM basis, labor costs decreased 10.7%, from 4.5(cent) in 1998 to
4.0(cent) in 1999.

Aircraft fuel and oil and associated taxes increased $1.5 million,  or 14.1%, in
second  quarter  1999.  Fuel  consumption  increased  by 18.8%  in the  quarter,
primarily  because  Midwest  Express  operated 18.7% more aircraft flight hours.
Into-plane fuel prices (which  represents the Company's cost after giving effect
to any hedging) decreased 4.3% in 1999,  averaging 54.1(cent) per gallon in 1999
versus  56.5(cent) per gallon in 1998.  Fuel hedging  programs  resulted in $1.1
million savings during the quarter and $.3 million  savings in July.  Into-plane
fuel prices in July 1999 trended upward,  averaging  60.4(cent) per gallon. That
average price would have been  62.9(cent)  per gallon in the absence of hedging.
The  Company  manages  the price  risk of fuel  primarily  by  purchasing  caps;
commodity  options  which  establish  ceiling  prices.  The  Company  has hedged
approximately 50% of third quarter and 25% of fourth quarter fuel requirements.

Commissions increased by $.2 million, or 2.3%. The increase was primarily due to
an 18.0%  increase in passenger  revenue,  partially  offset by a commission cap
implemented  on  February 1, 1999.  The  Company  realized an increase in travel
booked directly  through its reservations  center,  Midwest Express Web site and
other travel-related Web sites not subject to commission.  Additionally,  during
the quarter  electronic  ticketing was available to travel agents  equipped with
the Apollo  reservations  system  allowing all travel  agents the  capability of
offering  Midwest  Express  customers the electronic  ticket option.  Commission
costs decreased 17.2% on a cost per ASM basis.

Dining  services  costs  increased by $1.3  million,  or 26.8%,  from 1998.  The
increase was due to the 20.3% increase in Midwest Express origin and destination
passengers and higher food and service prices.



                                       11
<PAGE>

Maintenance  costs  increased by $2.5  million,  or 28.2%,  from 1998.  Aircraft
maintenance costs increased 3.8% on a unit cost basis. Midwest Express continued
to accrue higher rates for future engine overhauls and experienced a significant
number of aircraft refurbishment and heavy checks requiring the use of extensive
contract  labor.  Additionally,  the increase was caused by more flight hours at
Midwest Express and higher material and aircraft component repair costs. Station
rental,  landing and other fees increased by $1.1 million,  or 16.9%, from 1998.
The increase was caused by 14.7% more flight segments at Midwest  Express.  On a
cost per ASM basis, these costs decreased 5.4%.

Depreciation and amortization increased by $.7 million, or 29.4%, from 1998. The
increase  was  primarily  the result of the  depreciation  associated  with four
additional MD-80 aircraft placed in service.

Aircraft rental costs decreased by $.1 million,  or 1.4%, from 1998.  During the
quarter, the Company transitioned to new lessors for two MD-88 aircraft,  saving
$.2 million.

Other costs  increased by $3.3 million,  or 40.4%,  from 1998.  Other  operating
expenses  consist  primarily of advertising and promotion,  insurance,  property
taxes,  reservation  fees,  administration  and other  items.  The  increase was
primarily  due  to a $1.1  million  nonrecurring  cost  credit  received  at the
Milwaukee  airport in 1998,  higher  passenger  booking fees associated with the
record passenger volume, higher flight simulator rent costs to support increased
pilot training, and an increase in advertising and promotion spending to support
new service.

Provision for Income Taxes
Income tax expense for the second quarter 1999 was $7.8 million,  a $1.4 million
increase  from 1998.  The  effective  tax rate for the first quarter of 1999 and
1998 was 37.5%. For purposes of calculating the Company's income tax expense and
effective  tax rate,  the Company  treats  amounts  payable to an  affiliate  of
Kimberly-Clark  under a tax allocation and separation  agreement entered into in
connection with the Company's initial public offering as if they were payable to
taxing authorities.

Net Income
Net income for the second  quarter  increased  $2.3 million  from 1998.  The net
income margin improved from 10.8% in 1998 to 11.1% in 1999.


                                       12
<PAGE>

                   Six Months Ended June 30, 1999 Compared to
                         Six Months Ended June 30, 1998

Operating Revenues
Company operating  revenues totaled $216.5 million for the six months ended June
30, 1999, a $28.0  million,  or 14.9%,  increase over 1998.  Passenger  revenues
accounted for 90.9% of total  revenues and increased  $26.1  million,  or 15.3%,
from 1998 to $196.9 million.  The increase was  attributable to a 22.9% increase
in passenger volume, as measured by revenue passenger miles, partially offset by
a 6.2% decrease in revenue yield.

Midwest Express  passenger  revenue  increased by $24.8 million,  or 16.4%, from
1998 to $175.6  million.  This increase was caused by a 19.2% increase in origin
and destination passengers and a 3.6% increase in average passenger trip length,
partially  offset by a 5.7%  deterioration  in yield.  Revenue  yield  decreased
primarily due to competitive pricing pressures and increased passenger volume in
lower-yield  markets.  Total Midwest Express capacity,  as measured by scheduled
service ASMs, increased 22.8% due to additional aircraft in service during 1999.
Load factor increased from 64.0% in 1998 to 64.4% in 1999.

Skyway passenger revenue increased by $1.3 million,  or 6.6%, from 1998 to $21.4
million.  This increase was caused by a 10.8% increase in origin and destination
passengers, partially offset by a 2.4% decrease in revenue yield.
Load factor increased from 45.0% in 1998 to 49.1% in 1999.

Revenue from cargo, charter and other services increased $1.9 million, or 10.9%,
in 1999.  Midwest  Express  benefited  from  increased  revenue from the Midwest
Express MasterCard program of $1.5 million,  ticket exchange administrative fees
of $.5 million and frequent flyer partnership  programs of $.4 million.  Charter
sales  decreased  $.4  million  primarily  because  of the NBA  lockout in first
quarter 1999 and less aircraft availability for charter operations.

Operating Expenses
1999  operating  expenses  increased  by $22.2  million,  or 13.7%,  from  1998,
primarily  due to expanded  operations,  offset by lower fuel  prices.  Cost per
total ASM decreased 6.1% from 12.6(cent) in 1998 to 11.8(cent) in 1999.

Salaries,  wages and benefits increased $5.8 million,  or 10.4%, from 1998. On a
cost per total ASM basis,  these costs decreased 8.8%, from 4.3(cent) in 1998 to
3.9(cent)  in  1999.   The  labor  cost   increase   reflects  the  addition  of
approximately 415 full-time  equivalent employees (330 at Midwest Express and 85
at Skyway)  since June 30, 1998 and  increases in labor rates.  Midwest  Express
added  employees  throughout the  organization to support the aircraft placed in
service;  Skyway added employees  primarily to support ground service operations
at the Milwaukee  airport.  Partially  offsetting these  increases,  labor costs
decreased due to higher  maintenance  labor hours  capitalized  in 1999 to major
maintenance projects. In addition,  accruals for Midwest Express' profit sharing
and management incentive programs were $1.2 million lower in 1999 than 1998. The
profit sharing and incentive plans,  which benefit  substantially  all employees
and are  dependent on achieving  certain  levels of  profitability,  are payable
annually and accrued monthly based on earnings to date and projected results for
the remainder of the year.



                                       13
<PAGE>

Aircraft fuel and oil, and associated  taxes increased $.6 million,  or 2.9%, in
1999.  Into-plane fuel prices decreased 11.4% in 1999,  averaging 52.4(cent) per
gallon in 1999 and 59.2(cent) per gallon in 1998. Fuel consumption  increased by
16.0% in 1999,  primarily  because Midwest Express  operated 15.7% more aircraft
flight hours.

Commissions increased by $.6 million, or 4.3%, but decreased 13.8% on a cost per
total ASM basis. The increase was primarily due to a 15.3% increase in passenger
revenue,  partially offset by a commission cap implemented in February 1999. The
Company also realized  savings due to increased  travel booked directly  through
the reservations  center,  Midwest Express Web site and other travel-related Web
sites.

Dining  services  costs  increased by $2.1  million,  or 22.7%,  from 1998.  The
increase  was  primarily  due to the 19.2%  increase  in origin and  destination
passengers at Midwest Express.

Station rental, landing and other fees increased by $1.9 million, or 13.8%, from
1998. The increase was caused by 12.5% more flight  segments at Midwest  Express
and higher airport costs. On a cost per ASM basis, these costs decreased 6.0%.

Maintenance  costs  increased by $5.4  million,  or 33.1%,  from 1998.  Aircraft
maintenance  costs  increased  10.0% on a unit  cost  basis.  The  increase  was
attributable  to more flight  hours at Midwest  Express,  an increase in accrual
rates for future engine and airframe  overhauls  and higher than expected  costs
for a major aircraft maintenance check that required maintenance outsourcing.

Depreciation and amortization  increased by $1.3 million,  or 28.3%,  from 1998.
The  increase  from  second  quarter  1998 was the  result  of the  depreciation
associated  with capital  spending  consisting  primarily of the four additional
MD-80 aircraft placed into service.

Aircraft  rental costs  increased by $.1 million,  or 1.2%, from 1998. On a cost
per ASM basis,  these costs  decreased  16.4%.  During the second  quarter 1999,
Midwest  Express  transitioned  to new  lessors  for two MD-88  aircraft,  which
resulted in $.2 million of reduced cost.

Other operating  expenses  increased by $4.3 million,  or 25.4%,  from 1998. The
increase was primarily due to a nonrecurring  $1.1 million airport rental credit
received in 1998 from Milwaukee  County to distribute an airport rental surplus,
higher  professional  and financial  services,  higher  passenger  booking fees,
higher flight simulator rent costs, and an increase in advertising and promotion
spending. On a cost per ASM basis, these costs increased 3.6%.

Provision for Income Taxes
Income  tax  expense  for the first six  months  of 1999 was $12.1  million,  an
increase of $2.0 million  from 1998.  The  effective  tax rate for the first six
months 1999 and 1998 was 37.5%.


                                       14
<PAGE>


Net Income
Net income for the first six months  increased  $3.3 million from 1998.  The net
income margin increased to 9.3% in 1999 from 8.9% in 1998.

                         Liquidity and Capital Resources

The Company's cash and cash equivalents  totaled $14.6 million at June 30, 1999,
compared to $13.5  million at December 31, 1998.  Net cash provided by operating
activities  totaled  $32.4  million for the six months ended June 30, 1999.  Net
cash used in  investing  activities  totaled  $37.3  million,  primarily  due to
capital  expenditures  of $36.4  million,  including  $1.2  million of  purchase
deposits on flight equipment.

As of June 30, 1999, the Company had a working  capital deficit of $46.4 million
versus a $42.5 million deficit on December 31, 1998. The working capital deficit
is  primarily  due to the  Company's  air traffic  liability  (which  represents
deferred revenue for advance bookings, whereby passengers have purchased tickets
for future flights,  that 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 June 30,  1999,  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,  had not been used  except for letters of credit
totaling  approximately $9.9 million that reduce the amount of available credit.
The  letters  of credit  are used to  support  financing  on the  Company's  new
maintenance  facility  and for  various  other  purposes.  On July 30,  1999 the
Company borrowed $10.0 million under the credit facility.  It is anticipated the
funding will be used for short-term liquidity needs.

Net cash used for capital  expenditures totaled $36.4 million for the six months
ended June 30,  1999.  Capital  expenditures  primarily  consisted  of  aircraft
purchases and refurbishment costs. Other capital expenditures  included aircraft
engine  hush  kit  components,  capitalized  engine  overhauls,  acquisition  of
capitalized  spare parts and construction of new gates at the Milwaukee  airport
to support the Skyway  operation.  The  Company  anticipates  full-year  capital
spending to be $80.0 million,  excluding the five regional jets that the Company
plans to acquire  during the second half of the year. The Company is planning to
lease these aircraft.

During 1997, the Company executed definitive purchase documents to acquire eight
McDonnell  Douglas  MD-80 series  aircraft.  The Company  financed the first six
deliveries  using  internal cash flow,  and expects to finance the remaining two
aircraft using internal cash flow as well.

As of June 30, 1999,  leases relating to three of Midwest  Express' jet aircraft
are  guaranteed  by  Kimberly-Clark  in return for a  guarantee  fee paid by the
Company. Kimberly-Clark will continue to guarantee these leases until the end of
the current lease terms. None of these jet aircraft leases expires before second
quarter 2001.


                                       15
<PAGE>

In April 1999,  the Company  renegotiated  two MD-88 aircraft  leases,  changing
lessors  and  extending  the lease term by 12 years.  This  transaction  reduces
aircraft rental costs by $.2 million each quarter.

The Company's Board of Directors has authorized a $15.0 million share repurchase
program.  As of June 30,  1999,  the  Company  has  purchased a total of 418,625
shares of common stock at a cost of $6.8 million under the program.


                              Pending Developments

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


MD-80  Aircraft - During January 1999,  Midwest  Express placed into service the
second and third of eight MD-80 series  aircraft the Company  agreed to purchase
in 1997.  The fourth  aircraft was placed into service in April 1999.  The fifth
and sixth aircraft are currently being refurbished and have scheduled in-service
dates of August and  December  1999.  The  seventh and eighth  aircraft  will be
received in the fourth  quarter and are  expected to enter  service in the first
and second  quarters of 2000. The Company has financed all  deliveries  thus far
with internal  cash flow and expects to do the same for the remaining  aircraft.
These aircraft will be used to increase  capacity on the Company's  high-traffic
routes and expand service in existing or new markets.

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

Regional  Jets - Skyway  expects to take  delivery  of the first two of five new
Fairchild  Aerospace  328JET  aircraft in August 1999 and place the  aircraft in
service in October 1999.  All five aircraft are expected to be in service by the
end of 1999. Plans for these 32-passenger aircraft have not been announced other
than  replacing  Midwest  Express'  DC-9 service in the  Milwaukee/Grand


                                       16
<PAGE>

Rapids  markets.  The  Company  expects  that the cost of these  five  aircraft,
including purchase price and support equipment,  will total  approximately $55.0
million, and will be financed via operating leases as deliveries take place. The
Company also holds options for 10 additional  aircraft to support future growth,
which are exercisable after January 1, 2001.

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

Second Call  Center - In July 1999,  the  Company  announced  plans for a second
reservations  center to be  located  in the  Kansas  City area by the end of the
year. The Company expects the cost of this project to be less than $1.0 million.

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

Year 2000 - In January 1998, the Company created an executive oversite committee
and a year 2000  project  team.  With  safety  of the  Company's  customers  and
employees  as the  highest  priority,  a  comprehensive  plan to address  issues
related to the impact of the year 2000 was  developed.  The Company's  Year 2000
Project  involves  five  phases:  Awareness,  Inventory/Assessment,  Renovation,
Validation and Implementation.

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

Substantially all internal systems - financial,  operations and  non-information
technology  systems - have  been  inventoried,  assessed  and  remediated.  This
includes  all  safety-related  systems.  The  Company  has one major  internally
developed and  maintained  system that required  extensive  modifications.  This
system  is used  for  purchasing,  inventory,  accounts  payable,  and  aircraft
maintenance  planning and  records.  The  remediation  effort of this system was
outsourced  and was completed  the end of June 1999.  The  remediated  system is
currrently  being  tested by a user team and is scheduled  for a September  1999
implementation.

The Company  realizes  that  preparedness  is also  predicated  on many external
factors.  Therefore, the Company is actively contacting suppliers and vendors to
evaluate their respective levels of


                                       17
<PAGE>

preparedness.  All  of  the  Company's  critical  business  partners  have  been
contacted. The Company has received favorable year 2000 readiness responses from
many of its mission-critical  vendors and suppliers,  and continues to follow up
to ensure  readiness  predictions  are  achieved.  These efforts are designed to
minimize the extent to which its business will be vulnerable to their failure to
remediate  their year 2000 issues.  The Company has a contingency  plan in place
for partners who are behind in year 2000 efforts.

The Company is also actively  involved with the Air Transport  Association (ATA)
in an airline  industry  effort to identify  potential  year 2000 related issues
within  the  industry  infrastructure,   including  common  vendors,  suppliers,
airports and  government  agencies such as the Federal  Aviation  Administration
(FAA). A recent news release from the Department of Transportation  reported the
FAA had achieved year 2000  readiness.  Data being  accumulated by ATA indicates
that airports are making significant progress in achieving year 2000 compliance.

The implications for the Company of the Company,  a critical vendor or supplier,
the FAA,  airports or other third  parties not being  prepared for the year 2000
could have a material  adverse  effect on the  Company,  resulting  in  customer
inconvenience, increased costs, grounded or delayed flights, or a degraded level
of safety. To be prepared to address  unexpected  occurrences,  the remainder of
the year will be devoted to reviewing  and/or  creating,  enhancing  and testing
contingency plans for those scenarios within the Company's control. However, due
to the complexity and  pervasiveness  of the year 2000 issue,  and in particular
the uncertainty regarding the compliance programs of third parties, no assurance
can be given that the  Company's  compliance  plan will be achieved,  and actual
results could differ materially from those expected.

The Company has spent $.7 million through June 1999 on the year 2000 project and
estimates that the overall cost associated with year 2000 readiness will be $1.1
million,  approximately  50% of which is from  reallocation of existing internal
resources.  Costs  associated  with year 2000 readiness are expensed as incurred
and have been funded using internal cash flow.

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

Item 3.   Quantitative and Qualitative Disclosures about Market Risk

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


                                       18
<PAGE>

PART II - OTHER INFORMATION

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

At the Company's  Annual  Meeting of  Shareholders  held on April 28, 1999,  the
following individuals were elected to the Board of Directors:

                                 Authority Granted          Authority Withheld
      James G. Grosklaus             12,460,414                  165,238
      Timothy E. Hoeksema            12,461,305                  164,347
      Ulice Payne, Jr.               12,449,181                  176,471
      David H. Treitel               12,460,275                  165,377

The terms of office for the following  directors  continued  after the Company's
Annual Meeting: John F. Bergstrom,  Oscar C. Boldt, Brenda F. Skelton, Samuel K.
Skinner, Richard H. Sonnentag, Frederick P. Stratton, Jr., and John W. Weekly.


Item 5.  Other Information.

On April 28, 1999, the Board of Directors of the Company  adopted  amendments to
the By-Laws of the Company (the "By-Laws"),  which, among other things, modified
the  requirements  for  raising  matters  that can be  considered  at any annual
meeting of  shareholders.  As amended,  the  By-Laws  establish  procedures  for
shareholder  nominations  for  elections  for  directors  of the Company and for
bringing  business  before any Annual  Meeting of  Shareholders  of the Company.
Among other things,  to bring business before an annual  meeting,  a shareholder
must give written  notice to the  Secretary of the Company not less than 45 days
nor more than 75 days  prior to the  first  annual  anniversary  of the date set
forth in the Company's  proxy  statement for the  immediately  preceding  annual
meeting of shareholders as the date on which the Company first mailed definitive
proxy  materials for the  immediately  preceding  annual meeting of shareholders
(subject to certain  exceptions  if the annual  meeting is advanced or delayed a
certain number of days). The notice must contain certain  information  about the
proposed business or the nominee and the shareholder making the proposal.  Under
the By-Laws as amended,  if the Company does not receive a shareholder  proposal
submitted  otherwise than pursuant to Rule 14a-8 under the  Securities  Exchange
Act of 1934,  as amended,  prior to  February  1, 2000,  then the notice will be
considered  untimely and the Company is not required to present such proposal at
the 2000 annual meeting of  shareholders.  If the Board of Directors  chooses to
present  such  proposal at the 2000  annual  meeting of  shareholders,  then the
persons named in proxies solicited by the Board of Directors for the 2000 annual
meeting of shareholders may exercise  discretionary voting power with respect to
such proposal.

The  By-Laws,  as amended,  are  attached  hereto as an exhibit.  The  foregoing
description of the amendments to the By-Laws does not purport to be complete and
is qualified in its entirety by reference to such exhibit.


                                       19
<PAGE>

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

         (a)   Exhibits

                  (3)      By-Laws of Midwest Express Holdings,  Inc. as amended
                           through April 29, 1999.

                  (10)     Fourteenth  Amendment  to Airline  Lease,  as amended
                           between  Milwaukee County and Midwest Express,  dated
                           June 15, 1999.

                  (27)     Financial Data Schedule.


         (b)   Reports on Form 8-K

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


                                       20
<PAGE>

                                   SIGNATURES


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



                                          Midwest Express Holdings, Inc.



Date:    August 13, 1999                 By /s/    Timothy E. Hoeksema
      -------------------                   ---------------------------------
                                            Timothy E. Hoeksema
                                            Chairman of the Board, President and
                                            Chief Executive Officer


Date:    August 13, 1999                 By /s/     Robert S. Bahlman
      -------------------                   -----------------------------------
                                            Robert S. Bahlman
                                            Senior Vice President and
                                            Chief Financial Officer



                                       21

<PAGE>

                                 EXHIBIT INDEX


         (3)      By-Laws of Midwest Express  Holdings,  Inc. as amended through
                  April 29, 1999.

         (10)     Fourteenth  Amendment  to Airline  Lease,  as amended  between
                  Milwaukee County and Midwest Express, dated June 15, 1999.

         (27)     Financial Data Schedule.