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 September 30, 1997

   [  ] 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 October 31, 1997, there were 9,419,226 shares of Common Stock, $.01
   par value, of the Registrant outstanding.

   <PAGE>

                         MIDWEST EXPRESS HOLDINGS, INC.

                                    FORM 10-Q

                     For the period ended September 30, 1997

                                      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

                           PART II - OTHER INFORMATION

   Item 1.   Legal Proceedings                                            18

   Item 6.   Exhibits and Reports on Form 8-K                             18

   SIGNATURES                                                             19

   <PAGE>

   Part I  Item I - Financial Statements

   <TABLE>
   <CAPTION>
                                                   MIDWEST EXPRESS HOLDINGS, INC.
                                                  CONSOLIDATED STATEMENTS OF INCOME
                                          (Dollars in thousands, except per share amounts)
                                                             (Unaudited)

                                                                       Three Months                Nine Months
                                                                   Ended September 30,         Ended September 30,
                                                                    1997         1996           1997          1996 
   <S>                                                          <C>          <C>            <C>           <C>
   Operating revenues:
        Passenger service  . . . . . . . . . . . . . . . . .    $ 81,731     $ 75,895       $229,578      $207,019 
        Cargo  . . . . . . . . . . . . . . . . . . . . . . .       3,156        2,880          8,448         8,321 
        Other  . . . . . . . . . . . . . . . . . . . . . . .       4,512        4,348         14,637        11,236 
                                                                ________     ________       ________      ________
             Total operating revenues  . . . . . . . . . . .      89,399       83,123        252,663       226,576 
                                                                ________     ________       ________      ________
   Operating expenses:
        Salaries, wages and benefits . . . . . . . . . . . .      23,921       20,577         66,483        57,543 
        Aircraft fuel and oil  . . . . . . . . . . . . . . .      12,043       11,916         37,405        33,495 
        Commissions  . . . . . . . . . . . . . . . . . . . .       8,423        7,863         23,606        20,943 
        Dining services  . . . . . . . . . . . . . . . . . .       4,580        3,957         12,768        11,314 
        Station rental, landing and other fees . . . . . . .       5,800        5,083         18,183        15,620 
        Aircraft maintenance materials and repairs . . . . .       7,146        5,561         21,409        15,603 
        Depreciation and amortization  . . . . . . . . . . .       2,110        1,897          6,359         5,648 
        Aircraft rentals . . . . . . . . . . . . . . . . . .       4,373        3,962         12,947        12,110 
        Other  . . . . . . . . . . . . . . . . . . . . . . .       9,215        8,976         26,735        25,958 
                                                                ________     ________       ________      ________
             Total operating expenses  . . . . . . . . . . .      77,611       69,792        225,895       198,234 
                                                                ________     ________       ________      ________
   Operating income  . . . . . . . . . . . . . . . . . . . .      11,788       13,331         26,768        28,342 
                                                                ________     ________       ________      ________
   Other income (expense):
        Interest income  . . . . . . . . . . . . . . . . . .         233          249            872           771 
        Other  . . . . . . . . . . . . . . . . . . . . . . .         (18)         (12)           (37)         (176)
                                                                ________     ________       ________      ________
             Total other income (expense)  . . . . . . . . .         215          237            835           595 
                                                                ________     ________       ________      ________

   Income before income taxes  . . . . . . . . . . . . . . .      12,003       13,568         27,603        28,937 
   Provision for income taxes  . . . . . . . . . . . . . . .       4,445        5,211         10,216        11,154 
                                                                ________     ________       ________      ________
   Net income  . . . . . . . . . . . . . . . . . . . . . . .    $  7,558     $  8,357       $ 17,387      $ 17,783 
                                                                ========     ========       ========      ========
   Net income per common share . . . . . . . . . . . . . . .    $    .80     $    .88       $   1.83      $   1.85 
                                                                ========     ========       ========      ========


                                           See notes to consolidated financial statements.
   </TABLE>

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

                                                    September 30, December 31,
                                                        1997         1996
                                                     (Unaudited)
        ASSETS
   Current assets:
     Cash and cash equivalents . . . . . . . . . . . . . $ 24,498   $ 27,589 
     Accounts receivable:
       Traffic, less allowance for doubtful
        accounts of $376 and $207 at 
        September 30, 1997 and December 31,
         1996, respectively  . . . . . . . . . . . . . .    4,165      4,639 
       Other receivables . . . . . . . . . . . . . . . .      889        592 
                                                         --------   --------
           Total accounts receivable . . . . . . . . . .    5,054      5,231 
       Inventories . . . . . . . . . . . . . . . . . . .    3,468      3,122 
       Prepaid expenses  . . . . . . . . . . . . . . . .    3,844      4,247 
       Deferred income taxes . . . . . . . . . . . . . .    3,333      3,334 
       Aircraft and modifications intended to
        be financed by sale and leaseback
        transactions . . . . . . . . . . . . . . . . . .   19,579      9,046 
                                                         --------   --------
           Total current assets  . . . . . . . . . . . .   59,776     52,569 
                                                         --------   --------
   Property and equipment, at cost . . . . . . . . . . .  156,551    130,792 
     Less accumulated depreciation . . . . . . . . . . .   68,517     59,889 
                                                         --------   --------
   Net property and equipment  . . . . . . . . . . . . .   88,034     70,903 
   Landing slots and leasehold rights, net . . . . . . .    4,982      5,228 
   Other assets  . . . . . . . . . . . . . . . . . . . .    4,005        435 
                                                         --------   --------
   Total assets  . . . . . . . . . . . . . . . . . . . . $156,797   $129,135 
                                                         ========   ========
           LIABILITIES AND SHAREHOLDERS' EQUITY
   Current liabilities:
     Accounts payable  . . . . . . . . . . . . . . . . .  $ 4,179    $ 3,684 
     Income taxes payable  . . . . . . . . . . . . . . .    2,009          - 
     Air traffic liability . . . . . . . . . . . . . . .   31,289     22,043 
     Accrued liabilities . . . . . . . . . . . . . . . .   30,395     32,636 
                                                         --------   --------
           Total current liabilities . . . . . . . . . .   67,872     58,363 
                                                         --------   --------
   Long-term debt  . . . . . . . . . . . . . . . . . . .    3,362          - 
   Deferred income taxes . . . . . . . . . . . . . . . .   10,185      9,894 
   Other noncurrent liabilities  . . . . . . . . . . . .   19,554     20,537 
                                                         --------   --------
   Total liabilities . . . . . . . . . . . . . . . . . .  100,973     88,794 
                                                         --------   --------
   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, 9,642,807 shares 
      issued . . . . . . . . . . . . . . . . . . . . . .       96         64 
     Additional paid-in capital  . . . . . . . . . . . .    9,511      9,545 
     Treasury stock, at cost . . . . . . . . . . . . . .   (4,573)    (2,672)
     Retained earnings . . . . . . . . . . . . . . . . .   50,790     33,404 
                                                         --------   --------
   Total shareholders' equity  . . . . . . . . . . . . .   55,824     40,341 
                                                         --------   --------
   Total liabilities and shareholders' equity  . . . . . $156,797   $129,135 
                                                         ========   ========

              See notes to consolidated financial statements.

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

                                             Nine Months Ended September 30,
                                                            1997       1996
   Operating activities:
     Net income  . . . . . . . . . . . . . . . . . . . . $ 17,387   $ 17,783 
     Items not involving the use of cash:
       Depreciation and amortization . . . . . . . . . .    6,359      5,648 
       Deferred income taxes . . . . . . . . . . . . . .      292     (4,558)
       Other . . . . . . . . . . . . . . . . . . . . . .    3,236      2,376 
     Changes in operating assets and liabilities:
       Accounts receivable . . . . . . . . . . . . . . .      177      1,239 
       Inventories . . . . . . . . . . . . . . . . . . .     (346)      (556)
       Prepaid expenses  . . . . . . . . . . . . . . . .      403       (143)
       Accounts payable  . . . . . . . . . . . . . . . .      495       (680)
       Income taxes payable  . . . . . . . . . . . . . .    2,009      2,628 
       Accrued liabilities . . . . . . . . . . . . . . .   (2,358)    10,210 
       Air traffic liability . . . . . . . . . . . . . .    9,246      7,470 
                                                         --------   --------
     Net cash provided by operating activities . . . . .   36,900     41,417 
                                                         --------   --------
   Investing activities:
     Capital expenditures  . . . . . . . . . . . . . . .  (23,042)    (8,542)
     Aircraft acquisitions and modifications
     financed by or intended to be financed 
     by sale and leaseback transactions  . . . . . . . .  (11,799)   (85,582)
     Proceeds from sale of property and equipment  . . .       49          5 
     Other . . . . . . . . . . . . . . . . . . . . . . .   (3,570)      (243)
                                                         --------   --------
     Net cash used in investing activities . . . . . . .  (38,362)   (94,362)
                                                         --------   --------
   Financing activities:
     Proceeds from sale and leaseback transactions . . .    1,266     73,695 
     Purchase of treasury stock  . . . . . . . . . . . .   (1,977)    (2,790)
     Other . . . . . . . . . . . . . . . . . . . . . . .     (918)     1,315 
                                                         --------   --------
     Net cash (used in) provided by 
      financing activities . . . . . . . . . . . . . . .   (1,629)    72,220 
                                                         --------   --------
   Net (decrease) increase in cash 
    and cash equivalents . . . . . . . . . . . . . . . .   (3,091)    19,275 
   Cash and cash equivalents, 
    beginning of period  . . . . . . . . . . . . . . . .   27,589     14,626 
                                                         --------   --------
   Cash and cash equivalents, end
    of period  . . . . . . . . . . . . . . . . . . . . .  
                                                         $ 24,498   $ 33,901 
                                                         ========   ========
   Supplemental schedule of non-cash 
    investing and financing activities:
     Long-term debt assumed in 
     connection with capital expenditures  . . . . . . . $  3,487          - 
                                                         ======== 

                 See notes to consolidated financial statements.

   <PAGE>

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

   1.   Business and Basis of Presentation

        Basis of Presentation
        The consolidated financial statements for the nine-month period ended
        September 30, 1997 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, 1996. The results
        of operations for the nine-month period ended September 30, 1997 are
        not necessarily indicative of the results for the entire fiscal year
        ending December 31, 1997.

        Stock Split 
        On April 23, 1997, the Company announced that its board of
        directors had approved a plan to split its stock 3-for-2 in the
        form of a 50% stock dividend. The new shares were issued May 28
        to shareholders of record as of May 12. The financial and share
        information presented herein for all periods has been adjusted
        to reflect the effect of the stock dividend.

   2.   Financing Agreements

        During May 1997, the Company amended its revolving credit
        facility with three banks, extending its available credit to
        $55,000,000.

        During August 1997, the Company purchased its headquarters building,
        which it previously leased. As part of the transaction, the Company
        assumed $3,500,000 of long-term debt. The mortgage note has an
        interest rate of 8.25% and is payable in monthly installments through
        April 2011.

   3.   Commitments and Contingencies

        As discussed in Note 11 to the Company's consolidated financial
        statements for the year ended December 31, 1996 and in Item 3 of the
        Company's Annual Report on Form 10-K for that year, a Commissioner of
        the Equal Employment Opportunity Commission ("EEOC") filed charges
        against the Company on July 8, 1992.  On May 30, 1997, the EEOC
        commenced litigation in the federal District Court for the Eastern
        District of Wisconsin relating to such charges seeking compensatory
        and punitive damages in unspecified amounts for its claimants.  The
        litigation involves a smaller number of claimants than the original
        charges. When the Company responds to the complaint in the
        litigation, the Company will deny the EEOC's allegations, and the
        Company intends to vigorously defend itself against the charges
        unless a settlement can be reached that would make it economically
        impractical to contest the charges. The accompanying financial
        statements do not reflect any liability with respect to the EEOC's
        claims, and the Company does not believe the amount of any settlement
        or adverse judgment would be material to the Company.

   4.   New Accounting Standards 

        In February 1997, the Financial Accounting Standards Board issued
        Statement No. 128, Earnings per Share, which is required to be
        adopted on December 31, 1997.  At that time, the Company will be
        required to change the method currently used to compute earnings per
        share and to restate all prior periods.  The impact of adopting
        Statement 128 on the calculation of earnings per share for the nine
        months ended September 30, 1997 and September 30, 1996 would not be
        material.

   Part I  Item 2.

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

                              Results of Operations

   Overview
   The Company's 1997 third quarter operating income was $11.8 million, a
   decrease of $1.5 million from the third quarter 1996.  Net income
   decreased by $.8 million, or 9.6%, to $7.6 million.  For the first nine
   months of 1997, operating income was $26.8 million, a decrease of $1.6
   million from 1996.  Year-to-date net income decreased from $17.8 million
   to $17.4 million, or 2.2%.  Year-to-date earnings per share were $1.83, a
   $.02, or 1.1%, decrease from 1996 results.

   Although the Company's total revenue in the third quarter increased $6.3
   million, or 7.6%, relative to the third quarter 1996, operating costs
   increased by $7.8 million, or 11.2%.  The increase in revenue was
   primarily attributable to record passenger traffic, which increased 12.9%. 
   The Company had two additional aircraft in scheduled service during the
   quarter, with the principal new routes of Milwaukee-Orlando and Kansas
   City-New York La Guardia. Offsetting the improvement in passenger traffic
   was a 4.6% decrease in revenue yield.  The yield reduction resulted from
   the reinstatement of the 10% federal excise tax on passenger travel on
   March 7, 1997, which was suspended during much of 1996.  In addition, the
   Company incurred competitive pricing pressure on a number of routes,
   particularly West Coast markets. Finally, yield decreased as a result of a
   change in product mix. As anticipated, each of the new routes added by the
   Company had lower revenue yields than the system average. The Company
   believes, from an overall profit perspective, the lower revenue yield will
   be offset, at least to some extent, by a longer aircraft stage length and
   higher load factors on these routes.

   The Company's financial results benefited from lower fuel prices which
   resulted in a $1.0 million improvement in operating expenses.  Costs
   increased due to higher maintenance expenditures, higher labor rates and
   airport costs. In addition, costs were also affected by an unanticipated
   delay in completing several aircraft modifications and refurbishments as
   initially scheduled. This delay caused the Company to temporarily use the
   one aircraft dedicated to its charter program for scheduled service.  In
   addition, the delay caused a temporary excess in aircraft flight crews and
   other costs.  Additional detail on cost changes is included in subsequent
   sections.

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

   <TABLE>
   <CAPTION>
                                                             Three Months Ended                    Nine Months Ended
                                                                September 30,                        September 30,
                                                                                      %                                      %
                                                             1997        1996      Change          1997          1996     Change
   <S>                                                    <C>         <C>            <C>      <C>           <C>             <C>
   Midwest Express Operations
   Origin & Destination Passengers                        413,473     366,592        12.8     1,154,683     1,034,204       11.6
   Revenue Passenger Miles (000s)                         374,693     329,319        13.8     1,050,179       931,729       12.7
   Scheduled Service Available Seat Miles (000s)          571,362     514,911        11.0     1,639,871     1,447,219       13.3
   Total Available Seat Miles(000s)                       576,684     527,462         9.3     1,667,040     1,477,720       12.8
   Load Factor (%)                                          65.6%       64.0%         1.6         64.0%         64.4%       -0.4
   Revenue Yield                                           $0.191      $0.199        -4.1        $0.192        $0.191        0.1
   Cost per total ASM                                      $0.120      $0.117         2.1        $0.120        $0.119        1.3
   Average Passenger Trip Length                            906.2       898.3         0.9         909.5         900.9        1.0
   Number of Flights                                        9,961       9,128         9.1        28,793        25,886       11.2
   Into-plane Fuel Cost per Gallon                         $0.680      $0.737        -7.7        $0.735        $0.730        0.8
   Full-time Equivalent Employees at End of Period          1,850       1,579        17.2         1,850         1,579       17.2
   Aircraft in Service at End of Period                        24          22        n.m.            24            22       n.m.

   Skyway Airlines Operations
   Origin & Destination Passengers                         77,868      82,521        -5.6       222,790       235,086       -5.2
   Revenue Passenger Miles (000s)                          18,451      19,026        -3.0        52,077        54,249       -4.0
   Scheduled Service Available Seat Miles (000s)           41,168      41,882        -1.7       119,215       120,590       -1.1
   Total Available Seat Miles(000s)                        41,236      41,923        -1.6       119,465       120,774       -1.1
   Load Factor (%)                                          44.8%       45.4%        -0.6         43.7%         45.0%       -1.3
   Revenue Yield                                           $0.551      $0.541         1.8        $0.546        $0.529        3.1
   Cost per total ASM                                      $0.231      $0.210         9.7        $0.238        $0.212       12.2
   Average Passenger Trip Length                            237.0       230.6         2.8         233.7         230.8        1.3
   Number of Flights                                       10,771      10,805        -0.3        31,200        31,369       -0.5
   Into-plane Fuel Cost per Gallon                         $0.766      $0.832        -8.0        $0.794        $0.804       -1.2
   Full-time Equivalent Employees at End of Period            264         235        12.3           264           235       12.3
   Aircraft in Service at End of Period                        15          15          --            15            15         --


        Note:     With the exception of total available seat miles, cost per total ASM, into-plane fuel cost, number of
                  employees and aircraft in service, statistics exclude charter operations.  Aircraft acquired but not
                  yet placed into service are excluded from the aircraft in service statistics. 

   </TABLE>

        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 September 30,             Nine Months Ended September 30,
                                                    1997                  1996                1997                    1996
                                           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                          $0.132    91.4%      $0.133       91.3%    $0.128    90.9%        $0.130     91.4%
   Cargo                                       0.005     3.5%       0.005        3.5%     0.005     3.3%         0.005      3.7%
   Other                                       0.008     5.1%       0.008        5.2%     0.008     5.8%         0.007      4.9%
                                              ------   ------      ------      ------    ------   ------        ------    ------
   Total operating revenues                    0.145   100.0%       0.146      100.0%     0.141   100.0%         0.142    100.0%

   Operating expenses:
   Salaries, wages and benefits                0.039    26.7%       0.036       24.7%     0.037    26.3%         0.036     25.4%
   Aircraft fuel and oil                       0.020    13.5%       0.021       14.3%     0.021    14.8%         0.021     14.8%
   Commissions                                 0.014     9.4%       0.014        9.5%     0.013     9.3%         0.013      9.2%
   Dining services                             0.007     5.1%       0.007        4.8%     0.007     5.1%         0.007      5.0%
   Station rental, landing and other fees      0.009     6.5%       0.009        6.1%     0.010     7.2%         0.010      6.9%
   Aircraft maintenance materials/repairs      0.012     8.0%       0.009        6.7%     0.012     8.5%         0.010      6.9%
   Depreciation and amortization               0.003     2.4%       0.004        2.3%     0.004     2.5%         0.003      2.5%
   Aircraft rentals                            0.007     4.9%       0.007        4.8%     0.007     5.1%         0.008      5.3%
   Other                                       0.015    10.3%       0.016       10.8%     0.015    10.6%         0.016     11.5%
                                              ------   ------      ------      ------    ------   ------        ------    ------
   Total operating expenses                   $0.126    86.8%      $0.123       84.0%    $0.126    89.4%        $0.124     87.5%
                                              ======   ======      ======      ======    ======   ======        ======    ======
   Total ASMs (000s)                         617,920              569,385             1,786,505              1,598,494


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

   </TABLE>

                Three Months Ended September 30, 1997 Compared to
                      Three Months Ended September 30, 1996

   Operating Revenues
   Company operating revenues totalled $89.4 million in the third quarter
   1997, a $6.3 million, or 7.6%, increase over revenues for the third
   quarter 1996. Passenger revenues accounted for 91.4% of total revenues and
   increased $5.8 million, or 7.7%, from 1996 to $81.7 million. The increase
   is attributable to a 12.9% increase in passenger volume, as measured by
   revenue passenger miles, offset by a 4.6% decrease in revenue yield.

   Midwest Express Airlines passenger revenue increased by $6.0 million, or
   9.1%, from 1996 to $71.6 million. This increase reflects a 12.8% increase
   in origin and destination passengers, offset by a 4.1% decrease in revenue
   yield. Total capacity, as measured by scheduled service ASMs, increased
   11.0% because of two additional aircraft in scheduled service during the
   1997 quarter. Load factor increased from 64.0% in 1996 to 65.6% in 1997.
   Revenue yield was negatively impacted by the reinstatement of the federal
   excise tax on passenger tickets effective March 7, 1997, competitive
   pricing pressures and the start-up of several new routes that were
   impacted by introductory and competitive pricing. Of the 4.1% yield
   decrease in the third quarter 1997, approximately 1.7% was caused by
   service initiated in March 1997 in the Milwaukee-Orlando market. This
   market will typically have higher load factors, but lower revenue yields,
   than the remainder of the Midwest Express system.

   Skyway passenger revenue decreased by $.1 million, or 1.2%, from 1996 to
   $10.2 million. This decrease was caused by a 5.6% decrease in origin and
   destination passengers, offset by a 1.8% increase in revenue yield. Total
   capacity decreased by 1.7%, as a result of maintenance issues and a
   schedule change. Load factor decreased from 45.4% in 1996 to 44.8% in
   1997.

   Revenue from cargo, charter and other services increased $.4 million in
   the third quarter 1997. Midwest Express benefited from increased revenue
   of $.6 million from the Midwest Express MasterCard program, increased
   cargo revenue of $.3 million, and additional ground service contracts of
   $.1 million. Charter revenue decreased $.8 million because in 1997 Midwest
   Express had delays with an aircraft refurbishment that required the use of
   its dedicated charter jet aircraft for scheduled service. During the
   fourth quarter of 1997, the dedicated charter jet aircraft has returned to
   charter service.

   Operating Expenses
   1997 operating expenses increased by $7.8 million, or 11.2%, from 1996.
   The cost increase was primarily due to expanded operations, but was offset
   by lower fuel prices. Cost per total ASM increased 2.4%, from 12.3 cents
   in 1996 to 12.6 cents in 1997.

   Salaries, wages and benefits increased by $3.3 million, or 16.3%.  The
   labor cost increase reflects the addition of approximately 300 full-time
   equivalent employees since September 30, 1996; 271 at Midwest Express and
   29 at Skyway. Midwest Express added employees throughout the organization
   to support the aircraft placed in service during 1996 and 1997. In
   addition, employees were added to support aircraft ramp operations in
   Boston, Kansas City and Washington, D.C., which were previously contracted
   from other airlines. Salaries, wages and benefits were also adversely
   affected by an unanticipated delay in completing several new aircraft
   modifications and refurbishments as initially scheduled. This delay caused
   a temporary excess in aircraft flight crews during the third quarter of
   1997. The labor cost increase was also due to an adjustment in pay scales
   for most operations' employees at Midwest Express effective January 1,
   1997. These rate adjustments were implemented based on industry salary
   surveys and management's desire to increase pay scales to maintain a
   competitive position in the industry. Labor costs were reduced by a
   reduction in accruals for Midwest Express' profit sharing and management
   incentive programs. The profit sharing and incentive plans, which benefit
   substantially all employees, are based entirely on achieving certain
   levels of profitability, payable annually and accrued monthly based on
   earnings to date and projected results for the remainder of the year.

   Aircraft fuel and oil and associated taxes increased $.1 million, or 1.1%,
   in 1997. Into-plane fuel prices decreased 7.8% in 1997, averaging 68.7
   cents per gallon in 1997 and 74.5 cents per gallon in 1996. Fuel
   consumption increased by 9.6% in the quarter because Midwest Express
   operated 9.0% more aircraft block hours. Fuel costs in October 1997
   averaged 71.1 cents per gallon.

   Commissions increased by $.6 million, or 7.1%, primarily due to the
   increase in passenger revenue. 

   Dining services costs increased by $.6 million, or 15.7%, from 1996. The
   increase was primarily due to the 12.8% increase in origin and destination
   passengers and a 2.6% increase in dining service costs.

   Station rental, landing and other fees increased by $.7 million, or 14.1%,
   from 1996. The increase was caused by 9.1% more flight segments by Midwest
   Express and higher airport costs, primarily for purchased security
   services and landing fees. In addition, station rental costs increased at
   Washington National Airport due to a new terminal at the airport.

   Maintenance costs increased by $1.6 million, or 28.5%, from 1996. The
   increase was  attributable to more flight hours at Midwest Express,
   increases in Skyway maintenance due to the expiration of manufacturer
   warranties on most aircraft, an increase in unscheduled engine repairs,
   and an increase in accrual rates for future engine and airframe overhauls.

   Depreciation and amortization increased by $.2 million, or 11.2%, from
   1996. The increase was primarily the result of the depreciation associated
   with capital spending and the decision to exercise purchase options on two
   leased jet aircraft in October 1996, offset by two jet aircraft becoming
   fully depreciated during 1997.

   Aircraft rental costs increased by $.4 million in 1997, as a result of
   Midwest Express leasing two additional aircraft in 1997. This increased
   cost was partially offset by lower lease costs for Skyway's 15 turboprop
   aircraft that were refinanced in the second and third quarter 1996, and
   the decision to exercise purchase options on two leased jet aircraft in
   October 1996.

   Other operating expenses increased by $.2 million, or 2.7%, from 1996.
   Other cost increases included additional advertising, additional overnight
   costs for flight crews associated with flight schedule changes, booking
   fees, professional and financial services, software and telecommunication
   costs. These cost increases were partially offset by lower charter costs,
   facilities rental and headquarter relocation costs in the third quarter
   1997.

   Provision for Income Taxes
   Income tax expense for the third quarter 1997 was $4.4 million, a $.8
   million decrease from 1996. The effective tax rates for the third quarter
   of 1997 and 1996 were 37.0% and 38.4%, 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
   Corporation 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 third quarter decreased $.8 million from 1996. The net
   income margin changed from 10.1% in 1996 to 8.5% in 1997.

                Nine Months Ended September 30, 1997 compared to 
                      Nine Months Ended September 30, 1996

   Operating Revenues
   Company operating revenues totalled $252.7 million for the nine months
   ended September 30, 1997, a $26.1 million, or 11.5%, increase over 1996.
   Passenger revenues accounted for 90.9% of total revenues and increased

   $22.6 million, or 10.9%, from 1996 to $229.6 million. The increase is
   attributable to an 11.8% increase in passenger volume, as measured by
   revenue passenger miles, offset by a .8% decrease in revenue yield.

   Midwest Express Airlines passenger revenue increased by $22.9 million, or
   12.8%, from 1996 to $201.2 million. This increase was caused by an 11.6%
   increase in passengers and a 1.0% increase in average passenger trip
   length. Total Midwest Express capacity, as measured by scheduled service
   ASMs, increased 13.3%. Load factor decreased from 64.4% in 1996 to 64.0%
   in 1997.

   Skyway passenger revenue decreased $.3 million, or 1.1%, from 1996 to
   $28.4 million. This decrease was caused by a 5.2% decrease in passengers,
   offset by a 3.1% increase in revenue yield. Load factor decreased from
   45.0% in 1996 to 43.7% in 1997.

   Revenue from cargo, charter and other services increased $3.5 million, or
   18.0%, in 1997. Midwest Express benefited from increased revenue of $1.8
   million from the Midwest Express MasterCard program and additional ground
   service contracts of $.6 million. Charter revenue increased $.4 million,
   because Midwest Express had one aircraft dedicated to charter operations
   during the first four months of 1997 but did not have a dedicated aircraft
   until the second quarter 1996. During portions of the second and third
   quarters 1997, Midwest Express had delays with an aircraft refurbishment
   that required the use of the dedicated charter jet aircraft for scheduled
   service.

   Operating Expenses
   1997 operating expenses increased $27.7 million, or 14.0%, from 1996,
   primarily due to expanded operations and an unscheduled engine repair.
   Cost per total ASM increased 1.9%, from 12.4 cents in 1996 to 12.6 cents
   in 1997.

   Salaries, wages and benefits increased $8.9 million, or 15.5%, from 1996.
   On a cost per total ASM basis, these costs increased 3.4%, from 3.6 cents
   in 1996 to 3.7 cents in 1997. The labor cost increase reflects the
   addition of approximately 300 full-time equivalent employees since
   September 30, 1996; 271 at Midwest Express and 29 at Skyway. Midwest
   Express added employees throughout the organization to support the
   aircraft placed in service during 1996 and 1997. In addition, employees
   were added to support aircraft ramp operations in Boston, Kansas City and
   Washington, D.C., which were previously contracted from other airlines.
   Salaries, wages and benefits were also adversely affected by an
   unanticipated delay in completing several new aircraft modifications and
   refurbishments as initially scheduled. This delay caused a temporary
   excess in aircraft flight crews during the 1997 second and third quarters.
   The labor cost increase was also due to an adjustment in pay scales for
   most operations' employees at Midwest Express effective January 1, 1997.
   These rate adjustments were implemented based on industry salary surveys
   and management's desire to increase pay scales to maintain a competitive
   position in the industry. Labor costs were reduced by a reduction in
   accruals for Midwest Express' profit sharing and management incentive
   programs.

   Aircraft fuel and oil and associated taxes increased $3.9 million, or
   11.7%, from 1996. Into-plane fuel prices increased .5% in 1997, averaging
   74.0 cents per gallon in 1997 and 73.6 cents in 1996. Fuel consumption
   increased 11.1% because of a 13.0% increase in Midwest Express aircraft
   block hours.

   Commissions increased by $2.7 million, or 12.7%, primarily due to higher
   passenger revenue. 

   Dining services costs increased $1.5 million, or 12.9%, in 1997, primarily
   due to the increase in passengers at Midwest Express. 

   Station rental, landing and other fees increased by $2.6 million, or
   16.4%, from 1996. The increase was caused by 11.2% more flight segments by
   Midwest Express, increased costs for and use of deicing fluid, and
   significantly higher airport costs, primarily for purchased security
   services and landing fees.

   Maintenance costs increased by $5.8 million, or 37.2%, from 1996. The
   increase was attributable in part to an unscheduled repair of one MD-88
   engine that adversely affected costs by $1.3 million. In addition, this
   event resulted in the lease of an additional engine during the nine
   months. The increase was also attributable to more flight hours at Midwest
   Express, increases in Skyway maintenance due to the expiration of
   manufacturer warranties on most aircraft, and an increase in unscheduled
   engine repairs.

   Depreciation and amortization increased by $.7 million, or 12.6%, from
   1996. The increase was primarily the result of the depreciation associated
   with capital spending and the decision to exercise purchase options on two
   leased jet aircraft in October 1996, offset by two jet aircraft becoming
   fully depreciated during both 1996 and 1997.

   Aircraft rental costs increased $.8 million as a result of Midwest Express
   leasing additional aircraft in 1997. This increased cost was partially
   offset by lower lease costs for Skyway's 15 turboprop aircraft that were
   refinanced in the second and third quarter 1996, and the decision to
   exercise purchase options on two leased aircraft in October 1996.

   Other operating expenses increased by $.8 million, or 3.0%, from 1996.
   Other cost increases included increased charter costs due to additional
   charter volume, higher property tax costs because of more aircraft,
   additional overnight costs for flight crews associated with flight
   schedule changes, professional and financial services, software and
   telecommunication costs. These cost increases were partially offset by
   lower advertising, legal costs, facilities rental and headquarter
   relocation costs in 1997.

   Provision for Income Taxes
   Income tax expense for the first nine months of 1997 was $10.2 million, a
   decrease of $.9 million from 1996. The effective tax rates for the first
   nine months 1997 and 1996 were 37.0% and 38.5%, respectively.

   Net Income
   Net income for the first nine months decreased $.4 million from 1996. The
   net income margin decreased to 6.9% in 1997 from 7.8% in 1996.

                         Liquidity and Capital Resources

   The Company's cash and cash equivalents totalled $24.5 million at
   September 30, 1997, compared to $27.6 million at December 31, 1996. Net
   cash provided by operating activities totalled $36.9 million for the nine
   months ended September 30, 1997. Net cash used in investing activities
   totalled $38.4 million, primarily due to aircraft acquisitions and related
   modifications of $11.8 million in 1997, which are intended to be financed
   by sale and leaseback transactions, and due to capital expenditures of
   $23.0 million. Net cash used in financing activities totalled $1.6
   million, primarily due to purchases of treasury stock totalling $2.0
   million.

   As of September 30, 1997, the Company had a working capital deficit of
   $8.1 million versus a $5.8 million deficit at December 31, 1996. The
   working capital deficit is due to the Company's air traffic liability
   (advance bookings, whereby passengers have purchased tickets for future
   flights), accrued scheduled maintenance expense and accrued lease
   payments. Because of these items, the Company expects to operate
   periodically with a working capital deficit, which is not unusual for the
   industry.

   As of September 30, 1997, 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 totalling approximately $11.1 million that reduce
   the amount of available credit.

   Capital expenditures totalled $23.0 million for the nine months ended
   September 30, 1997, not including aircraft acquisitions. Capital
   expenditures primarily consisted of the completion of Midwest Express'
   hangar expansion, the acquisition of an office building for Skyway,
   capitalized engine overhauls, capitalized aircraft major engine
   maintenance, hush kits, leasehold improvements and one spare aircraft
   engine. During August 1997, the Company also purchased its headquarters
   building, which it previously leased. As part of the transaction, the
   Company assumed $3.5 million of long-term debt. The mortgage note has an
   interest rate of 8.25% and is payable in monthly installments through
   April 2011.

   During 1998, Midwest Express will construct a new 70,000-square-foot
   hangar to handle maintenance support for its current fleet and planned
   growth. The new structure will include five aircraft bays, and be used for
   heavy maintenance and other long-term jobs. Midwest Express expects the
   facility to cost $8.0 million.

   Aircraft acquisitions and modifications intended to be financed by sale
   and leaseback transactions totalled $11.8 million during the nine months
   ended September 30, 1997. Modifications to aircraft not yet in service
   include maintenance inspection and modification, hush kit installation,
   and complete interior refurbishment. The Company has yet to finalize
   financing on three of the DC-9-30 aircraft acquired in 1996.  During the
   remainder of 1997, the Company intends to finalize a sale and leaseback
   transaction on one of these DC-9-30 aircraft, in which case the Company
   would be reimbursed for approximately $4.3 million of related aircraft
   modification costs incurred to September 30, 1997. The Company anticipates
   finalizing sale and leaseback transactions on the two remaining DC-9-30
   aircraft in early 1998.

   As of September 30, 1997, 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 expire before 2001.

   During the second quarter 1997, the Company's board of directors approved
   increasing the Company's share repurchase program by $10 million over and
   above the original $5 million limit authorized by the board in December
   1995. During the third quarter 1997, the Company repurchased 80,000 shares
   totalling $2.0 million. As of September 30, 1997, the Company has
   purchased a total of 235,550 shares at a cost of $4.8 million under the
   share repurchase program.

   The Company believes its cash flow from operations, funds available from
   credit facilities and available long-term financing for the acquisition of
   jet aircraft and turboprop aircraft will be adequate to provide for
   working capital needs and capital expenditures through 1997.

                              Pending Developments

   This Pending Developments section contains forward-looking statements that
   may state the Company's or management's intentions, hopes, beliefs,
   expectations or predictions of the future. It is important to note that
   the Company's actual results could differ materially from those projected
   in such forward-looking statements. Factors that could affect the actual
   results include, but are not limited to, uncertainties related to general
   economic factors, industry conditions, scheduling developments, successful
   negotiation of definitive aircraft acquisition documents, government
   regulations, refurbishment schedules and potential delays relating to
   acquired aircraft. 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 report on Form 10-K
   for the year ended December 31, 1996; the Company's prospectus dated
   September 22, 1995 included in Registration Statement No. 33-95212 on Form
   S-1; and the Company's prospectus dated May 23, 1996 included in
   Registration Statement No. 333-03325 on Form S-1.

   DC-9 Aircraft - As of September 30, 1997, two DC-9 aircraft acquired
   during 1996 had not yet been placed into service. The first aircraft will
   initially be used as a maintenance spare beginning in the first quarter
   1998. The second aircraft will be placed into service during the second
   quarter 1998; plans for this aircraft have not been announced.

   MD-80 Series Aircraft - During the third quarter 1997, the Company signed
   a letter of intent to acquire eight McDonnell Douglas MD-80 series
   aircraft and made deposits totalling $5.2 million. Currently operated by
   Japan Air Systems, the aircraft will be acquired through Dolphin Trade &
   Finance, Ltd. The Company is currently negotiating the terms of the
   definitive documents and expects to finalize them in the fourth quarter of
   1997. Assuming successful completion of such negotiations, the aircraft
   are expected to be delivered to Midwest Express beginning January 1998 and
   continuing through 1999. After refurbishment and modification, the first
   aircraft will enter scheduled service in mid-1998. The Company expects
   that this project, including aircraft refurbishment, modification and
   support equipment, will cost approximately $125.0 million and will be
   financed as deliveries take place.

   Federal Excise Tax - Effective October 1, 1997, the U.S. government
   changed the federal excise ticket tax structure. The Company expects the
   change in the ticket tax to favorably impact its financial statements;
   however, the change is not expected to be material.

   Labor Relations - During the third quarter 1997, an application was filed
   on behalf of the International Brotherhood of Teamsters for the services
   of the National Mediation Board to conduct an election to determine
   representation of the pilots of Midwest Express. The election will be held
   in the fourth quarter, with the ballots counted on December 2, 1997.

   Commission Rate Structure - Effective September 25, 1997, the Company
   changed its travel agency commission rate structure.  The Company now pays
   an 8% base commission rate, down from 10%, with no commission cap.  The
   Company's operating income during the nine months ended September 30, 
   1997 would have increased approximately $3.2 million had the new 
   commission rate structure been in place during that period.

   Other Issues - The Company's annual report for the year ended December 31,
   1996 disclosed certain issues relating to the White House Commission on
   Aviation Safety and Security, Skyway labor relations and sales taxes.
   These issues remain pending.  

   <PAGE>

   PART II - OTHER INFORMATION

   Item 1.  Legal Proceedings.

   As discussed in Note 11 to the Company's consolidated financial statements
   for the year ended December 31, 1996 and in Item 3 of the Company's Annual
   Report on Form 10-K for that year, a Commissioner of the Equal Employment
   Opportunity Commission ("EEOC") filed charges against the Company on July
   8, 1992.  On May 30, 1997, the EEOC commenced litigation in the federal
   District Court for the Eastern District of Wisconsin relating to such
   charges seeking compensatory and punitive damages in unspecified amounts
   for its claimants. The litigation involves a smaller number of claimants
   than the original charges. When the Company responds to the complaint in
   the litigation, the Company will deny the EEOC's allegations, and the
   Company intends to vigorously defend itself against the charges unless a
   settlement can be reached that would make it economically impractical to
   contest the charges. The accompanying financial statements do not reflect
   any liability with respect to the EEOC's claims, and the Company does not
   believe the amount of any settlement or adverse judgment would be material
   to the Company.

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

             (a)  Exhibits

                  (27) Financial Data Schedule.

             (b)  Reports on Form 8-K

                  No reports on Form 8-K were filed during the quarter ended
                  September 30, 1997.

   <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:  November 13, 1997      By /s/ Robert S. Bahlman 
                                    Robert S. Bahlman
                                    Vice President, Chief Financial Officer
                                    and Treasurer

   <PAGE>
                                  EXHIBIT INDEX

   Exhibit No.         Description

        27        Financial Data Schedule