AMENDMENT NO. 9
                                       TO
                            AIRLINE LEASE NO. AC-865

        THIS CONTRACT OF LEASE is made and entered into as of the
   6th day of March, 1996, by and between MILWAUKEE COUNTY, a municipal
   corporation, organized and existing as one of the counties in Wisconsin
   (herinafter 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 "Airline").

                              W I T N E S S E T H:

        THAT, WHEREAS, the parties hereto have heretofore entered into an
   Airline Lease or Lease dated April 5, 1985, as amended, relating to space
   use occupancy and the use of the premises and facilities of General
   Mitchell International Airport for the transportation of persons and cargo
   by air; and

        WHEREAS, in 1994, Airline had requested constructing additional lower
   level operation space for its flight crews on the ground floor of
   Concourse "D" at General Mitchell International Airport; and,

        WHEREAS, Airline also requested that its Airline Lease be amended to
   include the space being constructed and that rental credits be issued to
   Airline to reimburse Airline for the actual non-tenant finish portion of
   the costs of improving this lower level area; and,

        WHEREAS, in 1995, Airline requested to increase the scope of the
   construction project and the number of square feet to be added to the
   Airline Lease; and,

        WHEREAS, County's Board of Supervisors in its meetings of November 3,
   1994, and July 20, 1995, approved amending Airline's Lease to include the
   space being constructed and issuing rental credits to reimburse Airline
   for the actual non-tenant finish portion of the costs of improving the
   lower level area; 

        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 date April 5, 1985, as amended, be and it is hereby
   further amended in the following particulars, to wit:

   1.   Effective on January 1, 1996, paragraph S of Article IV shall be
        deleted in its entirety and a new paragraph S inserted therefore,
        reading as follows:

        "S.  LESSEE'S EXCLUSIVE USE SPACE
             WITHIN THE TERMINAL BUILDING ON JANUARY 1, 1996

             For purposes of calculation of Lessee's Terminal rents for those
             areas designated for Lessee's exclusive use in the Terminal
             Building, the following space definitions, relative cost
             factors, and resultant ERUs shall be utilized:

                                                    Relative
         Space Function                Sq. Ft.      Cost Factor        ERUs

         Concourse Lower Level            191.00       .20              38.20
         Office Unfinished
         (Unheated)

         Concourse Lower Level          3,158.00       .70           2,210.60
         Office Finished 
         (Heated)

         Concourse Lower Level         21,410.90       .85          18,199.27
         Office Finished 
         (Heated & Air 
         Conditioned)

         Concourse Upper Level              0          .95               0
         Office Unfinished

         Concourse Upper Level          1,866.45       .95           1,773.13
         Office Finished

         Ticket Counter                   661.70      1.10             727.87

         Ticket Counter Office          1,307.40       .95           1,242.03

         Gate Hold Rooms               18,132.00      1.00          18,132.00

         Baggage Makeup Area            3,939.10       .75           2,954.33

         Baggage Service Office           304.90      1.00             304.90

         Hold Room Stairwell            1,690.44       .15             253.57

         Basement                           0          .25               0

         Mezzanine Office Areas             0          .90               0

         Operations Control Tower      401.00         1.08             433.08
                                       ---------                    ---------

         TOTALS                        53,062.89                    46,268.96


         The spaces outlined above are those occupied by Lessee on January 1,
         1996, and as shown on Exhibit "P", pages 12 and 13 of 13 dated 1/96
         attached hereto and made a part hereof."

   2. Except as specifically provided herein, the terms and conditions of the
      Lease heretofore entered into between the parties dated April 5, 1985,
      as amended, 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.

                                     COUNTY

      Dated at Milwaukee, Wisconsin, this 6th day of March, 1996.

   APPROVED:                       MILWAUKEE COUNTY
                                   a municipal corporation


   /s/                2/29/96      By /s/ Tyrone P. Dumas
   Airport Director     Date          Tyrone P. Dumas          
                                      Director of Public Works



   /s/                2/27/96       By /s/ Rod Lanser
   Corporation Counsel   Date          Rod Lanser               
                                       County Clerk


                                     AIRLINE

      Dated at                                  , this         day of         
             , 199  .

                                   MIDWEST EXPRESS AIRLINES, INC.
                                   a Delaware corporation


                                   By /s/ Timothy E. Hoeksema

                                   Title President

                                   Date _________________________



                                   By /s/ Steven J. Hartung

                                   Title Secretary

                                   Date _________________________


   STATE OF WISCONSIN )
                      ) ss
   MILWAUKEE COUNTY   )


   Personally came before me this 5th day of March, 1996, the above named
   Tyrone P. Dumas, Director of Public Works for 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 Co., Wis.
                              My commission expires July 28, 1996


   STATE OF WISCONSIN )
                      ) ss
   MILWAUKEE COUNTY   )


   Personally came before me this 6th day of March, 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 Co., Wis.
                              My commission expires 10/26/96


   <PAGE>
   STATE OF WISCONSIN       )
                            ) ss
   COUNTY OF MILWAUKEE      )




   Personally came before me this 23rd day of February, 1996,

   Timothy E. Hoeksema,        President
        (Name)                  (Title)

   and Steven J. Hartung,      Secretary
        (Name)                  (Title)

   of Midwest Express Airlines, Inc., Lessee above, 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/ Steven J. Hartung

                              Notary Public, Milwaukee, Wisconsin

                              My commission is permanent