Amendment No. 2
                                       to
                          Airport Agreement No. AC-965


        THIS CONTRACT OF LEASE is made and entered into as of the 8th day of
   January, 1996, by and between MILWAUKEE COUNTY, a municipal corporation,
   organized and existing as one of the counties in Wisconsin (hereinafter
   referred to as "Lessor" or "County"), and MIDWEST EXPRESS AIRLINES, INC.,
   a corporation organized and existing under the laws of the State of
   Delaware (hereinafter referred to as "Lessee" or "Midwest Express").

                              W I T N E S S E T H :

        THAT, WHEREAS, the parties hereto have heretofore entered into a
   lease agreement dated May 12, 1988, known as Airport Agreement No. 
   AC-965, relating to air cargo apron space and the lease of land for
   construction of an aircraft maintenance hangar on the premises of General
   Mitchell International Airport; and,

        WHEREAS, Lessee had originally been assigned 65,000 square feet of
   ramp directly south of its hangar facility, and Lessee had also previously
   been assigned an additional 53,015 square feet of ramp area, south of, and
   adjacent to the 65,000 feet of aircraft parking area originally leased by
   Lessee; and, 

        WHEREAS, the westward expansion of the air cargo apron in 1995
   required that 48,265 square feet of the added 53,015 square feet of
   Lessee's cargo apron be deleted from its leasehold to provide a common use
   taxiway to the newly constructed western edge of the cargo ramp; and

        WHEREAS, in exchange for this 48,265 square feet, Lessee has agreed
   to amend its lease to add as replacement, an additional 49,250 square
   feet, immediately west of and contiguous to Lessee's remaining ramp,
   adjusting rentals accordingly; and

        WHEREAS, the total amount of ramp Midwest will lease will be 119,000
   square feet; and 

        WHEREAS, the County's Board of Supervisors in its meeting of 
   September 28, 1995 approved an amendment to Airport Agreement AC-965 between
   Milwaukee County and Midwest Express to delete 48,265 of the 53,015 square
   feet of cargo apron previously added, and to add 49,250 square feet of
   ramp immediately west of the remaining apron, both actions to be effective
   November 1, 1995 and adjusting the rental fees assessed to Lessee 
   accordingly; 
             NOW, THEREFORE, for and in consideration of the premises and of
   the mutual covenants and agreements herein contained and other valuable
   considerations, it is mutually agreed between the parties hereto that the
   aforesaid agreement dated May 12, 1988 as amended, be and is hereby
   further amended in the following particulars, to wit:

   1.   Effective November 1, 1995 the following subparagraphs shall be added
        to Paragraph 4 to read as follows:

        "4.  (j)  Lessor has requested, and Lessee has agreed to, 
                  Lessee's relinquishment of 48,265 square feet of 
                  Lessee's cargo apron from its leasehold to provide 
                  a common use taxiway to the newly constructed western 
                  edge of the cargo ramp, and add, as replacement ramp,
                  an additional 49,250 square feet, immediately adjacent and
                  contiguous to Lessee's remaining ramp, bringing the total
                  amount of ramp Lessee will lease to 119,000 square feet,
                  all as shown on Exhibit A-1 (revised November 1, 1995),
                  attached hereto and made part 
                  hereof.

             (k)  Effective November 1, 1995, Lessee agrees to pay monthly
                  fees to Lessor sufficient to cover its proportionate 8.95
                  percent share of the costs of the remaining 4,750 square
                  feet of the 53,015 square feet of apron previously added to
                  Lessee's leasehold effective January 1, 1995 as shown on
                  Revised Exhibit B-1 (Revised 11/1/95) attached hereto and
                  made a part hereof.  The maintenance and operation
                  component is subject to annual adjustment based on review
                  by Lessor of actual expenses incurred in the prior year.

             (l)  Effective November 1, 1995, Lessee further agrees to pay
                  monthly fees to cover the costs of its proportionate 19.35%
                  share of the common taxiway reformulated from Lessee's
                  relinquished 48,265 square feet of ramp as shown on Revised
                  Exhibit B-1 (Revised 11/1/95) attached hereto and made part
                  hereof.  The maintenance and operation component is subject
                  to annual adjustment based on review by Lessor of actual
                  expenses incurred in the prior year."

             (m)  In recognition of Lessee's long-term commitment to pay the
                  debt service and operating costs of Lessee's preferentially
                  leased ramp, revenues received by the County from non-
                  signatory users of Lessee's preferentially leased ramp
                  shall be credited annually to Lessee by February 15, of the
                  year following the year of account.  This process and
                  procedure shall be similar to the crediting of non-signatory
                  user fees in the Cargo Carrier preferential ramp leases on 
                  the adjoining aircraft parking ramp.

   2.   Except as specifically provided herein, the terms and conditions of
        the Agreement heretofore entered into between the parties dated May
        12, 1988, shall remain in full force and effect.

        IN WITNESS WHEREOF, the parties hereto have caused these presents to
   be signed by their respective proper officers and their corporate seals
   hereto affixed on the dates hereinafter set forth.

                                      MILWAUKEE COUNTY
   APPROVED:                          a municipal corporation


   /s/________________1/98/96        By/s/ Thomas C. Kenney
   Airport Director    Date           (for) Tyrone P.Dumas
   Director of Public Works


   /s/________________12/18/95        By/s/ Rod Lanser
   Corporation Counsel Date                 Rod Lanser          
                                            County Clerk


                                   LESSOR


                                      MIDWEST EXPRESS AIRLINES, INC.
                                      a Delaware corporation


                                      By/s/ Brenda Skelton         
                                        Brenda Skelton
                                      Title  Sr. Vice President
                                      Date   12/21/95                      

                                      By                            

                                      Title                         
                                      Date                          


                                   LESSEE

   STATE OF WISCONSIN )
                      )  ss
   MILWAUKEE COUNTY   )

        Personally came before me this 5th day of January, 1996, the above
   named Thomas C. Kenney for Tyrone P. Dumas, Director of Public Works of
   Milwaukee County, to me known to be the person who executed the foregoing
   instrument on behalf of Milwaukee County, and acknowledged the same to be
   the free act and deed of said County made by its authority.

                                 /s/ Connie Arnold
                                 Notary Public, Milwaukee County, Wis.
                                 My commission expires July 28, 1996


   STATE OF WISCONSIN )
                      )  ss
   MILWAUKEE COUNTY   )

        Personally came before me this 8th day of January, 1996, the above
   named Rod Lanser, County Clerk of Milwaukee County, to me known to be the
   person who executed the foregoing instrument on behalf of Milwaukee
   County, and acknowledged the same to be the free act and deed of said
   County made by its authority.

                            /s/ Mark E. Ryan
                            Notary Public, Milwaukee County, Wis.
                            My commission expires October 20, 1996


   STATE OF WISCONSIN       )
                            ) ss
   COUNTY OF MILWAUKEE      )

        Personally came before me this 21st day of December, 1995,

      Brenda Skelton,                      Sr. Vice President
          (Name)                                (Title)
   and ___________________________   , _____________________________,
                  (Name)                        (Title)
   of MIDWEST EXPRESS AIRLINES, INC., to me known to be the persons who
   executed the foregoing instrument and to me known to be such officers of
   said corporation, and acknowledged that they executed the foregoing
   instrument as such officers as the deed of said corporation, by its
   authority.

                                 /s/ Linda C. Snyder
                                 Notary Public, Linda C. Snyder
                                 My commission expires December 29, 1996