Amendment No. 1
                                       to
                          Airport Agreement No. AC-965


        THIS CONTRACT OF LEASE is made and entered into as of the 5th day
   of October, 1995, 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, 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, Carrier has requested to lease the additional 53,015 square
   foot expansion area at the western end of the apron, adjacent to the area
   presently leased by Lessee; and, 

        WHEREAS, County's Board of Supervisors, in its meeting of November 3,
   1994, has approved an amendment to Airport Agreement No. CR-965 between
   Milwaukee County and Midwest Express Airlines, Inc., to add 53,015 square
   feet of apron to the agreement; 

        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, be and is hereby amended in the
   following particulars, to wit:

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

        "4.  (f)  Lessee has requested, and Lessor agrees to construct and
                  additional aircraft parking ramp of approximately 53,015
                  square feet, south of the leased premises as illustrated on
                  Exhibit "A-1" attached hereto and made a part thereof.  The
                  cost for the preferential use ramp is estimated at $362,207
                  of which $312,876 is anticipated from Federal Airport
                  Improvement Program funding and $49,331 is "local share" to
                  be provided by Lessor.

             (g)  Effective January 1, 1995, Lessee agrees to pay monthly
                  fees to Lessor sufficient to cover the principal and
                  interest costs of bonds issued by Lessor to fund its local
                  share.  Calculation of said fees as shown in Exhibit B-1
                  attached thereto and made a part hereof is preliminary and
                  subject to adjustment when actual construction quantities
                  and costs and bond interest costs are known.

             (h)  Effective January 1, 1995, Lessee further agrees to pay
                  monthly fees for the maintenance and operation of the
                  expanded aircraft parking ramp, estimated at $10,000 per
                  year.  The maintenance and operation component is subject
                  to annual adjustment based on review by Lessor of actual
                  expenses incurred in the prior year."

   2.   In Paragraph 4. (a), line 4, delete the words "non-exclusive" and
        insert "preferential."

   3.   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/__________________10/3/95       By  /s/ Tyrone P. Dumas 10-5-95
   Airport Director    Date                Tyrone P.Dumas
   Director of Public Works


   /s/__________________10/5/95       By /s/ Rod Lanser 10-5-95
   Corporation Counsel Date                Rod Lanser          
                                           County Clerk


                                             LESSOR


                                      MIDWEST EXPRESS AIRLINES, INC.
                                      a Delaware corporation


                                      By /s/ Timothy E. Hoeksema
                                         Timothy E. Hoeksema

                                      Title President
                                      Date  9/22/95

                                      By___________________________

                                      Title________________________
                                      Date_________________________


                                LESSEE

   STATE OF WISCONSIN )
                      )  ss
   MILWAUKEE COUNTY   )

        Personally came before me this 5th  day of October,
   1995, the above named 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 5th  day of October,
   1995 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  22nd  day of  September, 1995,

   Timothy E. Hoeksema,                                 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 2/29/96