FORM 10-K
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON D.C.   20549

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


        For the fiscal year ended                      December 31, 1996



   [ ]  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)

   Securities registered pursuant 
   to Section 12(b) of the Act:

       Common stock, $.01 par value               New York Stock Exchange
       Preferred Stock Purchase Rights            New York Stock Exchange
             (Title of Class)                      (Names of exchange on
                                                      which registered)


   Securities registered pursuant to 
   Section 12(g) of the Act:                                None
                                                      (Title of class)

   Indicate by checkmark 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 ________

   Indicate by checkmark if disclosure of delinquent filers pursuant to Item
   405 of Regulation S-K is not contained herein, and will not be contained,
   to the best of registrant's knowledge, in definitive proxy or information
   statements incorporated by reference in Part III of this Form 10-K or any
   amendment to this Form 10-K. [  ]

   Aggregate market value of voting stock held by nonaffiliates as of March
   18, 1997:  $235.8 million

   As of March 18, 1997 there were 6,330,863 shares of Common Stock, $.01 par
   value, of the registrant outstanding.

        DOCUMENTS INCORPORATED BY REFERENCE

   Portions of the 1996 Annual Report to Shareholders for the fiscal year
   ended December 31, 1996 are incorporated by reference into Parts II and
   IV.  Portions of the definitive Proxy Statement for registrant's Annual
   Meeting of Shareholders to be held on April 23, 1997 are incorporated by
   reference in Part III.

   <PAGE>

                         MIDWEST EXPRESS HOLDINGS, INC.

                                    FORM 10-K

                      For the year ended December 31, 1996

                                TABLE OF CONTENTS


   PART I                                                      Page No. 
                                                                             

   Item 1.  Business                                                 3

   Item 2.  Properties                                               9

   Item 3.  Legal Proceedings                                       10

   Item 4.  Submission of Matters to a Vote of 
            Security Holders                                        10

   Management - Executive Officers of the Registrant                11

   PART II

   Item 5.  Market for Registrant's Common Equity and 
            Related Stockholder Matters                             12

   Item 6.  Selected Financial Data                                 12

   Item 7.  Management's Discussion and Analysis of 
            Financial Condition and Results of Operations           12

   Item 8.  Financial Statements and Supplementary Data             12

   Item 9.  Changes in and Disagreements with Accountants 
            on Accounting and Financial Disclosure                  12

   PART III

   Item 10. Directors and Executive Officers of the 
            Registrant                                              12

   Item 11. Executive Compensation                                  12

   Item 12. Security Ownership of Certain Beneficial 
            Owners and Management                                   12

   Item 13. Certain Relationships and Related 
            Transactions                                            12

   PART IV

   Item 14. Exhibits, Financial Statement Schedules, and 
            Reports on Form 8-K                                     13

   SIGNATURES                                                       14

   INDEPENDENT AUDITORS' REPORT                                     15

   SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS                  16

   EXHIBIT INDEX                                                    17

   <PAGE>


   PART I

   Item 1. Business

   Background

        Midwest Express Holdings, Inc. was reincorporated under the laws of
   the State of Wisconsin in 1996.  Midwest Express Holdings, Inc. is a
   holding company, and its principal subsidiary is Midwest Express Airlines,
   Inc. ("Midwest Express").

        Midwest Express operates a single-class, premium service passenger
   jet airline that caters to business travelers and serves selected major
   business destinations throughout the United States and Toronto, Canada,
   from operations bases in Milwaukee and Omaha.

        Midwest Express evolved out of Kimberly-Clark Corporation's
   ("Kimberly-Clark") desire to provide a convenient and cost-effective way
   to meet Kimberly-Clark's internal transportation needs.  Kimberly-Clark
   began daily, nonstop aircraft shuttle service in October 1982 for its
   employees traveling between Kimberly-Clark offices in two cities.  Key
   management personnel from Kimberly-Clark who successfully operated the
   shuttle service became the senior management of Midwest Express.

        Midwest Express began commercial operations in 1984 with two DC-9-10
   aircraft, serving three destinations from Milwaukee's General Mitchell
   International Airport.  Milwaukee, as Midwest Express' original base of
   operations, has been the main focus of its route structure.  Midwest
   Express established Omaha as its first base of operations outside
   Milwaukee in May 1994.

        Astral Aviation, Inc. ("Astral"), d/b/a Skyway Airlines ("Skyway"), a
   wholly owned subsidiary of Midwest Express, began operations in early 1994
   by taking over routes that Mesa Airlines, Inc. ("Mesa") had operated as a
   commuter feed system under a code sharing agreement between Mesa and
   Midwest Express that expired that year.  Under the agreement, Mesa
   operated the system beginning in 1989 as "Skyway Airlines" using Midwest
   Express' airline code.  As of December 31, 1996, Skyway offered service in
   25 Midwestern cities. 

        On September 27, 1995, the stock of Midwest Express was transferred
   to Midwest Express Holdings, Inc. in connection with the initial public
   offering ("Offering") by Kimberly-Clark of 5,140,000 shares of common
   stock of Midwest Express Holdings, Inc.  Following the Offering, Kimberly-
   Clark retained 1,288,571 shares of the outstanding common stock of the
   Company which were subsequently sold in a secondary public offering
   consummated on May 23, 1996.  As used herein, unless the context otherwise
   requires, the "Company" refers to Midwest Express Holdings, Inc. and its
   respective predecessors, including Midwest Express Airlines, Inc. when
   operated as a subsidiary of Kimberly-Clark.

   Route Structure and Scheduling

        Bases of Operations

        Midwest Express currently has two bases of operations, Milwaukee and
   Omaha.  As of December 31, 1996, Midwest Express served 24 cities from
   Milwaukee and was the only carrier providing nonstop service between
   Milwaukee and most Midwest Express destinations.  To increase utilization
   of aircraft, Midwest Express provides seasonal service from Milwaukee to
   four cities, Tampa, Ft. Myers, Ft. Lauderdale and Phoenix, which generally
   begins in mid-December and operates through April.  Although nine other
   jet airline carriers serve Milwaukee's airport, these carriers (other than
   American Trans Air) only provide nonstop flights between Milwaukee and
   their respective operations' hubs.

        From Omaha, Midwest Express provides nonstop service to cities that
   include Los Angeles, San Diego (connecting service on weekdays),
   Milwaukee, Newark, and Washington D.C.  Passengers in Omaha can also
   travel to most other cities in the Midwest Express route system via
   connections through Milwaukee.  Although 10 other jet airline carriers
   serve Omaha's airport, these carriers (other than Southwest Airlines and
   Airtran Airways) only provide nonstop flights between Omaha and their
   respective hubs.

        Integration of Skyway Operations

        Midwest Express coordinates Skyway routes and schedules.  The Company
   primarily has sought to provide Skyway service to communities where there
   is the opportunity to complement Midwest Express service by giving
   passengers on short haul, low density routes to Milwaukee the ability to
   connect to Midwest Express flights without switching carrier systems.  To
   enhance aircraft utilization, Skyway also seeks to identify short haul,
   low density point-to-point routes where there is likely to be a consistent
   demand for air service even though there is no Milwaukee connection.  As
   of December 31, 1996, Skyway offered flights in 25 cities, generally in
   the northern Midwest of the United States, and Toronto, Canada.

   Customer Service

        Overall

        Midwest Express has consistently emphasized, and been recognized by
   the public for, its premium customer service which is a principal factor
   that distinguishes Midwest Express from other airlines.  In 1996, the
   editors of Air Transport World honored Midwest Express with their
   "Passenger Services Award," the first time a U.S. airline has earned the
   award since 1978.  Conde Nast Traveler magazine readers rated Midwest
   Express "Top Domestic Airline" in 1995 and 1996.  In 1995, the Zagat
   Airline Survey of frequent travelers rated Midwest Express as the best
   U.S. airline.  It also ranked Midwest Express as the fourth best airline
   in the world, with no other U.S. airline ranked in the top ten.  The June
   1995 issue of a leading consumer magazine reported Midwest Express as
   "Best Airline" based on its 1994 survey of about 120,000 readers.  In
   1996, a leading consumer travel report awarded Midwest Express the
   designation as the best U.S. airline for the fifth consecutive year.

        Midwest Express has accomplished its unique level of customer service
   through such tangible amenities as a more comfortable seating
   configuration, quality cuisine and complimentary wine and champagne, as
   well as such intangibles as the accommodating attitude of Midwest Express
   employees.  Although Skyway has less opportunity to provide premium
   service due to the limited duration of its flights, it also focuses on
   superior customer service within the regional airline industry.

        Premium Seating

        Each Midwest Express aircraft is configured with two leather-covered
   seats on each side of the aisle that are larger than coach seats on most
   other airlines (21 inches wide at the seat cushion compared to 17 to 18
   inch wide standard coach seats).  There are no middle seats.  Midwest
   Express has continued to be recognized by a leading consumer travel
   report, most recently in June 1995, as having the most comfortable coach
   seats in its periodic surveys of U.S. airlines.  The number of seats in
   each aircraft is also 15 - 20% fewer than the number of seats that major
   airlines typically install in the same type of aircraft.

        Dining Services

        The high quality of Midwest Express cuisine has been recognized
   repeatedly in customer surveys.  Breakfast and dinner menus consist
   typically of a choice of two entrees.  Midwest Express offers
   complimentary champagne on breakfast flights and complimentary wine on
   other flights.  Midwest Express spends about twice as much per revenue
   passenger meal when compared to an industry average for major carriers.

   Fare Pricing and Yield Management

        Airlines generally offer a range of fares that are distinguished by
   restrictions on use, such as the times of day and days of the week for
   travel, length of stay and minimum advance booking period.  Midwest
   Express and Skyway generally offer the same range of fares that their
   competitors offer, although there are exceptions in particular markets
   where Midwest Express will discount certain categories of fares more than
   its competition or will charge a premium in markets.

        The number of seats an airline offers within each fare category is
   also an important factor in pricing.  Midwest Express monitors the
   inventory and pricing of available seats with a computer-assisted yield
   management system.  The system enables Midwest Express' yield management
   analysts to examine Midwest Express' and Skyway's historical demand and
   increases the analysts' opportunity to establish the optimal allocation of
   the number of seats made available for sale at various fares.  The
   analysts then monitor each flight to adjust seat allocations and actual
   booking levels, with the objective of optimizing the number of passengers
   and the fares paid on future flights to maximize revenues.  

   Marketing

        Travel Agency Relationships

        Midwest Express sells approximately 77% of its tickets through travel
   agents.  The Company maintains its own reservations center at its
   headquarters for Midwest Express and Skyway flights.  As with most travel
   agencies, the Company's reservations center obtains airline information,
   makes reservations and sells tickets through a computer reservation system
   ("CRS"). The Company has a contract to use the SABRE CRS until 2001.

      Frequent Flyer Program

        The Company operates a frequent flyer program under which mileage
   credits are earned by flying on Midwest Express, Skyway or other
   participating airlines (including Virgin Atlantic Airways and Swissair)
   and by using the services of participating hotels (including Wyndham,
   Hilton and Loews), car rental firms (including Hertz, Alamo, National and
   Avis), MCI telecommunications and Elan MasterCard.  Members can redeem
   frequent flyer miles for travel on Midwest Express (20,000 miles for
   member and 15,000 for companion), Skyway or other participating airlines. 
   In addition to free travel, miles can be redeemed for services of
   participating hotels and car rental firms.  The program is designed to
   enhance customer loyalty and thereby retain and increase the business of
   frequent travelers by offering incentives for their continued patronage.

        The Company's Frequent Flyer program includes a Mutual Miles program
   whereby members in Northwest Airlines' WorldPerks frequent flier program
   and Midwest Express' Frequent Flyer members maintain their separate
   accounts, but can choose to redeem award travel on either carrier or can
   combine certain mileage from both programs to reach an award level.  In
   October 1995, the Company introduced the Midwest Express MasterCard in
   conjunction with Elan Financial Services of Illinois ("Elan").  The
   program allows Midwest Express to offer a co-branded credit card to its
   Frequent Flyer members and other members of the public to induce them to
   become Frequent Flyers.  The Company generates income by selling Frequent
   Flyer miles to Elan, which awards the miles to cardholders for charges on
   their credit cards.

        As of year end 1996 and 1995, the Company had approximately 828,000
   and 713,000 members enrolled in its Frequent Flyer program, respectively. 
   The Company estimates that as of December 31, 1996 and 1995, the total
   available awards under the Frequent Flyer program were 64,000 and 45,000,
   respectively, after eliminating those accounts below the minimum award
   level.  Free travel awards redeemed were approximately 16,100 and 8,500
   during 1996 and 1995. Free travel awards accounted for 3.2% of total
   Company revenue passenger miles during 1996.  Midwest Express does not
   believe that usage of Frequent Flyer awards results in any significant
   displacement of revenue passengers.

        The Company accounts for its frequent flyer obligation on the accrual
   basis using the incremental cost method.  This method recognizes an
   average incremental cost to provide roundtrip transportation to one
   additional passenger.  The incremental cost includes the cost of meals,
   commissary, reservations and insurance.  The incremental cost does not
   include a contribution to overhead, aircraft cost or profit.  The accrual
   is based on estimated redemption percentages applied to actual mileage
   recorded in members' accounts.  For purposes of calculating the Frequent
   Flyer accrual, the Company anticipates that approximately 63% of
   outstanding awards will be redeemed.  No liability is recorded for hotel
   or car rental award certificates that are to be honored by other parties
   because there is no cost to Midwest Express for such awards.

   Related Businesses

        Midwest Express also offers ancillary airline services directly to
   customers, including freight services and aircraft charters.  The freight
   business consists of transporting freight, United States mail and counter-
   to-counter packages on regular passenger flights.   During 1996, Midwest
   Express configured and placed into service a DC-9-10 jet aircraft
   specifically for the purpose of providing charter services.  The primary
   customers of aircraft charter services are athletic teams, business groups
   and tour operators.

   Competition

        The Company competes with other air carriers between all cities it
   serves.  Many of the Company's competitors have elaborate route structures
   that transport passengers to hub airports for transfer to many
   destinations, including those served by Midwest Express and Skyway.  Some
   competitors offer flights from cities served by Midwest Express to more
   than one of their hub airports, permitting them to compete in markets by
   offering multiple routings.  For many markets that Midwest Express serves
   from Milwaukee and Omaha, the competition does not provide nonstop
   service, but that condition could change.  In some markets, Skyway and
   Midwest Express also compete against ground transportation.  

        The Company has the largest market share of passengers at Milwaukee. 
   In 1996, the Company carried 30.8% of passengers boarded in Milwaukee,
   while Northwest Airlines, which has the second largest share, carried
   22.5%.  In Omaha, Midwest Express had 5.3% of the market based upon
   passengers boarded in 1996, compared to 29.5% boarded by United Airlines
   and 12.5% by Southwest Airlines, the carriers with the two largest market
   shares.

        In addition to traditional competition among domestic carriers, the
   industry may be subject to new forms of competition in the future.  The
   development of video teleconferencing and other methods of electronic
   communication may add a new dimension of competition to the industry as
   businesses look for lower cost substitutes to air travel.

   Employees

        As of December 31, 1996, Midwest Express had 1,815 employees (337 of
   whom were part-time and 34 of whom were intermittents) and Skyway had 265
   employees (41 of whom were part-time).  The categories of employees were
   as indicated on the following table:

                                        Employees as of December 31, 1996
                                                  Midwest   Skyway
                                                  Express
             Employee Categories

             Flight Operations                        258      141
             Inflight                                 314        -
             Passenger Services                       553       67
             Maintenance                              268       44
             Reservations & Marketing                 264        -
             Revenue Accounting & Finance             100        7
             Administrative                            58        6
                                                    -----    -----
             Total                                  1,815      265
                                                    =====    =====

        The Company makes extensive use of part-time employees to increase
   operational flexibility.  Given the size of Midwest Express' fleet and
   flight schedules, the Company does not have continuous operations at many
   locations.  The use of part-time employees enables Midwest Express to
   schedule employees when they are needed.  Part-time employees are eligible
   for the Company's benefits program, subject to certain restrictions and
   co-pay requirements, because doing so enables the Company to attract
   quality employees and reinforces the value the Company places on part-time
   employees

        Labor Relations

        In July 1995, Skyway pilots elected the Air Line Pilots Association
   ("ALPA"), a labor union, to represent them for collective bargaining
   purposes. Currently, the Company and ALPA have commenced negotiations and
   are in the process of mediation by the National Mediation Board.  No other
   Company employees are represented by labor unions.  The Company believes
   management and its employees have had excellent relations.

   Regulation

        General

        The Department of Transportation ("DOT") has the authority to
   regulate economic issues affecting air service, including, among other
   things, air carrier certification and fitness, insurance, deceptive and
   unfair competitive practices, advertising, CRS's and other consumer
   protection matters such as on-time performance, denied boarding and
   baggage liability.  It also is authorized to require reports from air
   carriers and to inspect a carrier's books, records and property.  The DOT
   has authority to investigate and institute proceedings to enforce its
   economic regulations and may in certain circumstances assess civil
   penalties, revoke operating authority and seek criminal sanctions.

        The Federal Aviation Administration ("FAA") regulates the Company's
   aircraft maintenance and operations, including flight operations,
   equipment, aircraft noise, ground facilities, dispatch, communications,
   training, security, weather observation, flight and duty time, crew
   qualifications, aircraft registration and other matters affecting air
   safety.  The FAA has the authority to suspend temporarily or revoke
   permanently the authority of the Company or its licensed personnel for
   failure to comply with regulations promulgated by the FAA and to assess
   civil penalties for such failures.

        The Company also is subject to regulations or oversight by federal
   agencies other than the DOT and FAA.  The antitrust laws are enforced by
   the U.S. Department of Justice; labor relations are generally regulated by
   the Railway Labor Act, which vests certain regulatory powers in the
   National Mediation Board with respect to airlines and labor unions arising
   under collective bargaining agreements; and the utilization of radio
   facilities is regulated by the Federal Communications Commission.  Also,
   the Company is generally regulated by federal, state and local laws
   relating to the protection of the environment and to the discharge of
   materials into the environment.  In addition, the Immigration and
   Naturalization Service, the U.S. Customs Service, and the Animal and Plant
   Health Inspection Service of the Department of Agriculture have
   jurisdiction over inspection of the Company's aircraft, passengers and
   cargo to ensure the Company's compliance with U.S. immigration, customs
   and import laws. 

        During 1996, the White House Commission on Aviation Safety and
   Security ("Commission") was formed to recommend aviation safety measures
   for the airline industry.  The Commission has issued a summary of draft
   recommendations that include more detailed inspections of aging aircraft,
   new airline fees for upgrading air traffic control and several security-
   related items.  The Company believes these recommendations, once
   instituted, will result in increased operating costs, the effect of which
   cannot be estimated at this time.

        Noise Abatement

        The federal Airport Noise and Capacity Act of 1990 ("ANCA") was
   intended to convert the nation's commercial jet service to quieter Stage 3
   operations by requiring phaseout of Stage 2 operations (as defined in Part
   36 of the Federal Aviation Regulations) by December 31, 1999, subject to
   certain exceptions.  The FAA regulations that implement ANCA require
   carriers to reduce the number of Stage 2 aircraft operated by one of two
   methods.  Midwest Express has chosen to comply with ANCA by operating a
   fleet that is 65% Stage 3 by the end of 1996, 75% Stage 3 by the end of
   1998, and 100% Stage 3 by the end of 1999.  As of December 31, 1996,
   Midwest Express operated 14 Stage 3 aircraft and eight Stage 2 aircraft.  

        ANCA also recognizes the right of airport operators with special
   noise problems to implement local noise abatement procedures that do not
   interfere unreasonably with the interstate and foreign commerce of the
   national air transportation system.  ANCA generally requires FAA approval
   of local noise restrictions on Stage 3 aircraft and establishes a
   regulatory notice and review process for local restrictions on Stage 2
   aircraft first proposed after October 1990.  As the result of litigation
   and pressure from airport area residents, airport operators have taken
   local actions over the years to reduce aircraft noise.  These actions have
   included regulations requiring aircraft to meet prescribed decibel limits
   by designated dates, prohibition on operations during night time hours,
   restrictions on frequency of aircraft operations, and various operational
   procedures for noise abatement.  While the Company has had sufficient
   operational and scheduling flexibility to accommodate local noise
   restrictions imposed to the present, its operations could be adversely
   affected if locally-imposed regulations become more restrictive or
   widespread.

        Safety

        In compliance with FAA regulations, the Company's aircraft are
   subject to many different levels of maintenance or "checks" and
   periodically go through complete overhauls.  Maintenance efforts are
   monitored by the FAA, with FAA representatives typically on-site. 
   Although both Midwest Express and Skyway are subject to FAA safety
   regulations, the regulations that govern aircraft with 30 seats or fewer
   were less stringent than the regulations applicable to aircraft with more
   than 30 seats.  In March 1997, Skyway completed its conversion to certain
   FAA regulations that require smaller aircraft operations to conduct
   business under more stringent rules previously applicable only to aircraft
   with more than 30 seats.  

        Slots  

        The FAA's regulations currently permit the buying, selling, trading
   and leasing of certain airline slots at Chicago's O'Hare, New York's La
   Guardia and Kennedy International and Washington D.C.'s National airports. 
   A slot is an authorization to take off or land at the designated airport
   within a specified time window.  The FAA must be advised of all slot
   transfers and can disapprove any such transfer.

        The FAA's slot regulations require the use of each slot at least 80%
   of the time, measured on a bi-monthly basis.  Failure to do so without a
   waiver of the FAA (which is granted only in exceptional cases) subjects
   the slot to recall by the FAA.  In addition, the slot regulations provide
   that slots may be withdrawn by the FAA at any time without compensation to
   meet the DOT's operational needs (such as providing slots for
   international or essential air transportation). Midwest Express' ability
   to increase its level of operations at certain domestic cities currently
   served is affected by the number of slots available for takeoffs and
   landings.

   Aircraft Fuel

        Because fuel costs constitute a significant portion of the Company's
   operating costs (approximately 17% and 15% in 1996 and 1995,
   respectively), significant changes in fuel costs would materially affect
   the Company's operating results.  Fuel prices continue to be susceptible
   to political events and other factors that can affect the supply of fuel,
   and the Company cannot predict near or long-term fuel prices.  In the
   event of a fuel supply shortage resulting from a disruption of oil imports
   or otherwise, higher fuel prices or curtailment of scheduled service could
   result.  Changes in fuel prices may have a marginally greater impact on
   the Company than on many of its competitors because of the composition of
   the Company's fleet.  See "Item 2. Properties-Fleet Equipment."

   Item 2. Properties

   Fleet Equipment

        As of December 31, 1996, Midwest Express' fleet in service consisted
   of 22 McDonnell Douglas jet aircraft; consisting of eight DC-9-10 series
   aircraft, twelve DC-9-30 series aircraft and two MD-88 aircraft. Fourteen
   aircraft meet Stage 3 noise requirements.  None of the aircraft owned by
   Midwest Express is subject to liens to secure obligations.

   <TABLE>
   MIDWEST EXPRESS AIRLINES AIRCRAFT

   <CAPTION>
   <S>                <C>             <C>          <C>            <C>               <C>       
                                                                    Date of         Stage
   Tail #               Type          # of Seats   Owned/Leased   Manufacture       Type

   601ME                MD-88              112        Leased      08/22/89              3
   701ME                MD-88              112        Leased      09/21/89              3
   202ME              DC-9-30               84        Leased      06/26/75              3
   203ME              DC-9-30               84        Leased      07/07/75              3
   204ME              DC-9-30               84        Leased      07/25/75              3
   206ME              DC-9-30               84        Leased      05/07/79              3
   207ME              DC-9-30               84        Leased      07/06/79              3
   209ME              DC-9-30               84        Leased      06/18/76              3
   502ME              DC-9-30               84         Owned      06/10/80              3
   602ME              DC-9-30               84         Owned      07/21/80              3
   302ME              DC-9-30               84         Owned      11/08/67              2
   501ME              DC-9-30               84         Owned      12/15/67              2
   401ME              DC-9-30               84         Owned      01/02/68              2
   301ME              DC-9-30               84         Owned      01/11/68              2
   500ME              DC-9-10               60         Owned      06/05/65              3
   300ME              DC-9-10               60         Owned      01/22/66              3
   600ME              DC-9-10               60         Owned      02/06/66              3
   800ME              DC-9-10               60         Owned      02/16/66              2
   700ME              DC-9-10               60         Owned      07/14/66              3
   400ME              DC-9-10               60         Owned      07/29/66              2
   900ME              DC-9-10               60         Owned      08/18/66              2
   080ME              DC-9-10               60         Owned      10/30/66              2

   </TABLE>

        The two MD-88 aircraft leases expire in 1998.  Six DC-9-30 operating
   leases expire as follows: three in 2001 and three in 2006.  

        The Company has acquired four DC-9-30 aircraft that were not placed
   into service by December 31, 1996.  The Company has entered into ten-year
   operating leases on two of these aircraft and intends to finance the other
   two with operating leases.  These aircraft will enter service during 1997.

        Skyway acquired all new Beechcraft 1900D turboprop aircraft, starting
   with its first delivery on January 11, 1994, through the delivery of its
   fifteenth airplane on May 18, 1995.  Skyway leases the aircraft from a
   group of financial institutions with initial lease terms of five to 12
   years, and expiration dates ranging from 2001 through 2008.

   Facilities

        The Company has secured long-term use of gates and hangar and
   maintenance facilities at General Mitchell International Airport in
   Milwaukee.  The Company is a signatory to the airport master lease, which
   expires in 2010, for 14 gates at the Milwaukee airport, including ticket
   counter, baggage handling and operations space.  In 1989, the Company
   completed construction of its maintenance facility at the Milwaukee
   airport with a lease of land from the airport that will allow the Company
   to exercise a series of five-year options to extend the lease for 60
   years.

        In 11 of the other 24 cities Midwest Express served as of December
   31, 1996, gates at the airport were leased directly from the airport
   authority.  For the other 13 cities, Midwest Express subleased gates from
   other carriers.  In Omaha, Midwest Express has exclusive rights to two
   gates.

        Skyway has secured long term leases of facilities at Milwaukee's
   airport.  Skyway owns an office and aircraft hangar facility at the
   airport.  The land on which this facility is located is leased until 2010.
   Skyway leases one gate from the Milwaukee airport, under terms that extend
   until 2010, and also utilizes one Midwest Express gate.  Skyway can park
   several aircraft in the ramp area serviced by these gates.

   Item 3. Legal Proceedings

        A Commissioner of the Equal Employment Opportunity Commission
   ("EEOC") filed charges against the Company on July 8, 1992, pursuant to
   Title VII of the Civil Rights Act of 1964, as amended, that pertained to
   the Company's practices since January 1, 1989.  On October 20, 1994, the
   Milwaukee office of the EEOC issued a decision finding that reasonable
   cause existed to believe the Company violated Title VII by:  (a) engaging
   in recruitment practices which discriminate against Blacks (as such term
   is defined in Title VII); (b) failing to hire Blacks for flight service
   representative, aircraft groomer and aircraft mechanic positions; (c)
   failing to hire and assign Blacks into entry-level supervisory and
   management positions; and (d) failing to maintain proper records on its
   employment process in accordance with Section 709 (c)(1) of Title VII and
   the Uniform Guidelines Employee Selection Procedures.

        Based on these charges and the EEOC's subsequent decision, the EEOC
   proposed a conciliation agreement that would have involved costs to the
   Company of approximately $1,500,000.  The Company has denied the
   allegations by the EEOC, has rejected the conciliation agreement and
   intends to vigorously defend itself against the charges unless a
   settlement can be reached that would make it economically impractical to
   contest the charges.  To date, the Company has not established any reserve
   with respect to these charges.

        In addition to the pending EEOC charges, the Company is a party to
   routine litigation incidental to its business.  Management believes that
   none of this litigation is likely to have a material adverse effect on the
   Company's consolidated financial position and results of operations.

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

        No matters were submitted to a vote of the Company's security holders
   during the fourth quarter of 1996.

   MANAGEMENT

   Executive Officers of the Registrant

        The executive officers of the Company as of March 1, 1997 together
   with their ages, positions and business experiences are described below:


    NAME                                AGE    POSITION

    Timothy E. Hoeksema                 50     Chairman of the Board,
                                               President and Chief Executive
                                               Officer and Director

    Brenda F. Skelton                   41     Senior Vice President   -
                                               Marketing and Customer
                                               Service and Director

    Dennis J. Crabtree                  56     Senior Vice President   -
                                               Operations

    Robert S. Bahlman                   38     Vice President, Chief
                                               Financial Officer and
                                               Treasurer

    Carol Skornicka                     55     Vice President, General
                                               Counsel and Secretary

    Rex J. Kessler                      49     Vice President  -  Technical
                                               Services

    Carol J. Reimer                     47     Vice President  -  Human
                                               Resources

    Dennis J. O'Reilly                  41     Assistant Treasurer/Director
                                               of Investor Relations

    David C. Reeve                      51     President and Chief Executive
                                               Officer of  Astral Aviation,
                                               Inc.


        Timothy E. Hoeksema has been a director, the Chairman of the Board,
   President and Chief Executive Officer of the Company since 1983.  Mr.
   Hoeksema was appointed President - Transportation Sector of Kimberly-Clark
   in 1988 and resigned from all positions with Kimberly-Clark as of August
   1, 1995.  

        Brenda F. Skelton has served as the Senior Vice President-Marketing
   and Customer Service of the Company since March 1995.  Prior thereto, Ms.
   Skelton served as Vice President of Marketing for the Company from
   February 1993 to March 1995.  Ms. Skelton also served as Director of
   Marketing Programs for the Company from April 1987 to February 1993.

        Dennis J. Crabtree has served as Senior Vice President-Operations of
   the Company since September 1995 after joining the Company as Vice
   President-Operations in May 1995.  From July 1994 to May 1995, Mr.
   Crabtree served as Vice President-Safety and Regulatory Compliance for
   Continental Airlines, Inc.  From January 1993 to July 1994, Mr. Crabtree
   served as the President of Continental Express, Inc.  From March 1989 to
   January 1993, Mr. Crabtree served as the Staff Vice President-Safety and
   Regulatory Compliance for Continental Airlines, Inc.

        Robert S. Bahlman has served as the Vice President, Chief Financial
   Officer and Treasurer of the Company since December 1996.  Mr. Bahlman
   served as the Controller for the Company from September 1995 to December
   1996.  Prior thereto, Mr. Bahlman also served as the Financial Manager of
   the Company from July 1990 to August 1995.

        Carol Skornicka has served as Vice President, General Counsel and
   Secretary of the Company  since May 1996.  Ms. Skornicka formerly served
   as Secretary of the Wisconsin Department of Industry, Labor and Human
   Relations, a position she held from 1991 until joining the Company.

        Rex J. Kessler has served as Vice President-Technical Services for
   the Company since September 1995.  Prior thereto, Mr. Kessler served as
   Director-Maintenance of the Company from December 1987 to August 1995.

        Carol J. Reimer has served as Vice President-Human Resources of the
   Company since September 1995.  Prior thereto, Ms. Reimer served as
   Director-Human Resources for the Company from its commencement of
   operations to August 1995 and as Director-Human Resources for K-C Aviation
   Inc. from December 1982 to August 1995.

        Dennis J. O'Reilly has served as the Assistant Treasurer of the
   Company since February 1996.  Prior thereto, Mr. O'Reilly served as
   Business Analyst for the Company from November 1990 to January 1996.

        David C. Reeve has served as President and Chief Executive Officer of
   Astral Aviation Inc. since March 1997.  Prior thereto, Mr. Reeve served as
   Director of Flight Operations for DHL Airways from June 1991 to February
   1997.

                                     PART II

   Item 5.   Market for the Registrant's Common Equity and Related
   Stockholder Matters

             The information required in this Item is incorporated by
   reference to discussions of the share repurchase program in Management's
   Discussion and Analysis of Financial Condition and Results of Operations
   on page 23 and to "Shareholder Information" on page 36 of the Company's 
   1996 Annual Report to Shareholders. 

   Item 6.   Selected Financial Data

             The information required in this Item is incorporated by
   reference to page 18 of the Company's 1996 Annual Report to Shareholders.

   Item 7.   Management's Discussion and Analysis of Financial Condition and
   Results of Operations

             The information required in this Item is incorporated by
   reference to pages 19 through 23 of the Company's 1996 Annual Report to
   Shareholders.

   Item 8.   Financial Statements and Supplementary Data

             The information required in this Item is incorporated by
   reference to pages 24 through 36 of the Company's 1996 Annual Report to
   Shareholders.

   Item 9.   Changes in and Disagreements with Accountants on Accounting and
   Financial Disclosure

             Not applicable.

   PART III

   Item 10.  Directors and Executive Officers of the Registrant

             The information required in this Item is set forth under the
   heading "Election of Directors" and "Section 16(a) Beneficial Ownership
   Reporting Compliance," incorporated herein by reference, from pages 1-4 
   and pages 20-21, respectively, of the definitive Proxy Statement for the 
   Annual Meeting of Shareholders to be held on April 23, 1997 and "Executive
   Officers of the Registrant" in Part I following Item 4.

   Item 11.  Executive Compensation

             The information required in this Item is set forth under the
   heading "Executive Compensation," incorporated herein by reference, from
   pages 7-13 of the definitive Proxy Statement for the Annual Meeting of
   Shareholders to be held on April 23, 1997.

   Item 12.  Security Ownership of Certain Beneficial Owners and Management

             The information required in this Item is set forth under the
   heading "Stock Ownership of Management and Others," incorporated herein by
   reference, from pages 5-6 of the definitive Proxy Statement for the Annual
   Meeting of Shareholders to be held on April 23, 1997.

   Item 13.  Certain Relationships and Related Transactions

             The information required in this Item is set forth under the
   heading "Certain Transactions," incorporated herein by reference, from
   pages 14-16 of the definitive Proxy Statement for the Annual Meeting of
   Shareholders to be held on April 23, 1997.


                                     PART IV

   Item 14.  Exhibits, Financial Statement Schedules, and Reports on Form 8-K

   (a)(1)    Financial Statements:

             The consolidated financial statements of the Company as of
   December 31, 1996 and 1995 and for each of the three years in the period
   ending December 31, 1996, together with the report thereon of Deloitte &
   Touche LLP, dated January 31, 1997, appear on pages 25 through 35 of the
   Company's Annual Report to Shareholders, and are incorporated herein by
   reference.

   (a)(2)    Financial Statement Schedules

        Schedule II - Valuation and Qualifying Accounts

        Schedules not included have been omitted because they are not
   applicable.

   (b) Reports on Form 8-K:

        The Company did not file any reports on Form 8-K during the fourth
   quarter of 1996.

   (c) Exhibits:

        The Exhibits filed or incorporated by reference herewith are as
   specified in the Exhibit Index.

   SIGNATURES

   Pursuant to the requirements of Section 13 or 15(d) 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.              
                                 Registrant

    March 26, 1997            By /s/ TIMOTHY E. HOEKSEMA                     
                                 Timothy E. Hoeksema
                                 Chairman of the Board,
                                 President and Chief Executive
                                 Officer


   Pursuant to the requirements of the Securities Exchange Act of 1934, this
   Report has been signed below by the following persons on behalf of the
   registrant and in the capacities indicated on March 26, 1997.

   Signature                               Capacity


   /s/ TIMOTHY E. HOEKSEMA            Chairman of the Board of Directors,
   Timothy E. Hoeksema                President and Chief Executive Officer
                                      (Principal Executive Officer)



   /s/ BRENDA F. SKELTON              Senior Vice President - Marketing and
   Brenda F. Skelton                  Customer Service and Director



   /s/ ROBERT S. BAHLMAN              Vice President,
   Robert S. Bahlman                  Chief Financial Officer and Treasurer
                                      (Principal Financial and Accounting
                                      Officer)



   /s/ JOHN F. BERGSTROM              Director
   John F. Bergstrom



   /s/ OSCAR C. BOLDT                 Director
   Oscar C. Boldt



   /s/ ALBERT J. DIULIO, S.J.         Director
   Albert J. DiUlio, S.J.             



   /s/ JAMES G. GROSKLAUS             Director
   James G. Grosklaus



   /s/ RICHARD H. SONNENTAG           Director
   Richard H. Sonnentag



   /s/ FREDERICK P. STRATTON, JR.     Director
   Frederick P. Stratton, Jr.



   /s/ DAVID H. TREITEL               Director
   David H. Treitel



   /s/ JOHN W. WEEKLY                 Director
   John W. Weekly

   <PAGE>

   INDEPENDENT AUDITORS' REPORT

   To the Shareholders and Board of Directors of
     Midwest Express Holdings, Inc.
     Oak Creek, Wisconsin

   We have audited the financial statements of Midwest Express Holdings, Inc.
   as of December 31, 1996 and 1995, and for each of the three years in the
   period ended December 31, 1996, and have issued our report thereon dated
   January 31, 1997; such financial statements and report are included in
   your 1996 Annual Report to Shareholders and are incorporated herein by
   reference.  Our audits also included the financial statement schedule of
   Midwest Express Holdings, Inc., listed in Item 14.  This financial
   statement schedule is the responsibility of the Corporation's management. 
   Our responsibility is to express an opinion based on our audits.  In our
   opinion, such financial statement schedule, when considered in relation to
   the basic financial statements taken as a whole, presents fairly in all
   material respects the information set forth therein.



   DELOITTE & TOUCHE LLP

   Milwaukee, Wisconsin
   January 31, 1997

   <PAGE>

   <TABLE>
    Schedule II
    MIDWEST EXPRESS HOLDINGS, INC.
    VALUATION AND QUALIFYING ACCOUNTS

   <CAPTION>


                                      Balance at     Additions                    Balance at
                                     Beginning of    Charged to    Deductions       End of
                                         Year         Expense     from Reserve       Year
 
    <S>                                <C>            <C>          <C>             <C> 
    Allowance for doubtful accounts:
       Year ended December 31, 1996    $307,000       $218,000     $(318,000)      $207,000
       Year ended December 31, 1995    $125,000       $317,000     $(135,000)      $307,000
       Year ended December 31, 1994    $  94,000      $115,000     $ (84,000)      $125,000

   </TABLE>
   <PAGE>
    
                                    EXHIBIT INDEX
                            MIDWEST EXPRESS HOLDINGS, INC.
                              ANNUAL REPORT ON FORM 10-K

                     FOR THE FISCAL YEAR ENDED DECEMBER 31, 1996
             
    Exhibit No.                         Description

    ( 3.1)    Restated  Articles   of   Incorporation  (incorporated   by
              reference  to Exhibit  3.1  to  the Company's  Registration
              Statement  on  Form  8-B filed  May  2, 1996  (File  No. 1-
              13934)).

    ( 3.2)    Bylaws, as amended through December 4, 1996. 

    ( 3.3)    Articles  of   Amendment  relating  to   Series  A   Junior
              Participating Preferred  Stock  (incorporated by  reference
              to Exhibit  3.3 to the  Company's Registration Statement on
              Form 8-B filed May 2, 1996 (File No. 1-13934)).

    ( 4.1)    Credit  Agreement among Firstar Bank Milwaukee, N.A., M & I
              Marshall  &  Ilsley  Bank, Bank  One,  Milwaukee, N.A.  and
              Midwest Express  Holdings, Inc., dated  September 27,  1995
              (incorporated by  reference to Exhibit 4.1 to the Company's
              Quarterly  Report  on  Form  10-Q  for  the  quarter  ended
              September 30, 1995 (File No. 1-13934)).

    ( 4.2)    Credit  Agreement  between  Kimberly-Clark Corporation  and
              Midwest  Express Holdings,  Inc., dated  September 27, 1995
              (incorporated by  reference to Exhibit 4.2 to the Company's
              Quarterly  Report  on  Form  10-Q  for  the  quarter  ended
              September 30, 1995 (File No. 1-13934)). 

    ( 4.3)    Rights  Agreement,  dated February  14,  1996, between  the
              Company  and   Firstar  Trust   Company  (incorporated   by
              reference  to  Exhibit  4.1 to  the  Company's Registration
              Statement on Form 8-A filed February  15, 1996 (File No. 1-
              13934)).

    ( 4.4)    Amendment to  the Rights Agreement,  dated April 19,  1996,
              between the Company and Firstar Trust Company
              (incorporated by reference to Exhibit 4.1 to the  Company's
              Registration Statement on Form 8-B filed May  2, 1996 (File
              No. 1-13934)).

    (10.1)    Lease  Agreement  between  Milwaukee   County  and  Midwest
              Express, dated May  12, 1988 (incorporated by reference  to
              Exhibit  10.4  to the  Company's Registration  Statement on
              Form S-1 (File No. 33-95212) (the "S-1")).

    (10.2)    Airline  Lease, as  amended, between  Milwaukee County  and
              Midwest  Express, dated  October  1, 1984  (incorporated by
              reference to Exhibit 10.5 to the S-1).

    (10.3)    Omaha  Airport  Authority  Agreement and  Lease  at  Eppley
              Airfield  with  Midwest   Express  between   the   Airport
              Authority  of  the  City  of  Omaha  and  Midwest   Express
              (incorporated by reference to Exhibit 10.6 to the S-1).

    (10.4)    Airline  Lease, as  amended, between  Milwaukee County  and
              Astral, dated November 23,  1994 (incorporated by reference
              to Exhibit 10.7 to the S-1).

    (10.5)    Lease  Agreement  between  Milwaukee   County  and  Phillip
              Morris  Incorporated,  dated  October  7,  1982,  to  which
              Astral has succeeded  as lessee (incorporated  by reference
              to Exhibit 10.8 to the 
              S-1).

    (10.6)    Building Lease between Chocolate  Chip Limited  Partnership
              and Midwest  Express, dated June 30,  1995 (incorporated by
              reference to Exhibit 10.9 to the S-1).

    (10.7)    Tax  Allocation and  Separation  Agreement  among Kimberly-
              Clark  Corporation,  K-C  Nevada,  Inc.,  Midwest   Express
              Holdings, Inc.,  Midwest Express Airlines, Inc., and Astral
              Aviation, Inc., dated  September 27, 1995 (incorporated  by
              reference  to  Exhibit  10.1  to  the  Company's  Quarterly
              Report on  Form 10-Q  for the quarter  ended September  30,
              1995 (File No. 1-13934)).

    (10.8)    Guarantee  Fee Agreement between Kimberly-Clark Corporation
              and Midwest  Express  Holdings, Inc.,  dated September  27,
              1995  (incorporated by  reference to  Exhibit 10.3  to  the
              Company's Quarterly  Report on  Form 10-Q  for the  quarter
              ended September 30, 1995 (File No. 1-13934)).

    (10.9)   Employee   Matters    Agreement   between    Kimberly-Clark
             Corporation  and  Midwest  Express  Holdings,  Inc.,  dated
             September 27,  1995 (incorporated  by reference to  Exhibit
             10.4 to the  Company's Quarterly  Report on  Form 10-Q  for
             the quarter ended September 30, 1995 (File No. 1-13934)).

    (10.10)   Stock  Agreement  between  K-C  Nevada,  Inc.  and  Midwest
              Express   Holdings,   Inc.,   dated   September  27,   1995
              (incorporated  by  reference  to  Exhibit  No.  2  to   the
              Schedule  13D   of  Kimberly-Clark  Corporation  filed   on
              October 10,  1995 with  respect to the  common stock,  $.01
              par value, of the Company).

    (10.11)*  Midwest Express Holdings,  Inc. 1995 Stock Option Plan,  as
              amended through December 3, 1996.

    (10.12)*  Midwest Express Holdings, Inc. 1995 Stock Plan for  Outside
              Directors, as amended through September 18, 1996.

    (10.13)*  Annual   Incentive   Compensation  Plan,   amended  through
              February 13, 1997.

    (10.14)*  Supplemental Benefits  Plan (incorporated  by reference  to
              Exhibit  10.19 to the Company's Annual Report  on Form 10-K
              for the year ended December 31, 1995 (File No. 1-13934)).

    (10.15)*  Form  of Key  Executive Employment  and Severance Agreement
              between  the  Company and  each  of  Timothy  E.  Hoeksema,
              Brenda  F.  Skelton, Dennis  J.  Crabtree  and  Carol 
              Skornicka  (incorporated by  reference to Exhibit  10.20 to
              the Company's  Annual  Report  on Form  10-K for  the  year
              ended December 31, 1995 (File No. 1-13934)).

    (10.16)*  Form of Key  Executive Employment  and Severance  Agreement
              between the Company and each of  Robert S. Bahlman, Rex  J.
              Kessler, Carol  J. Reimer,  David  C. Reeve  and Dennis  J.
              O'Reilly  (incorporated by  reference  to Exhibit  10.21 to
              the  Company's Annual  Report on  Form  10-K for  the  year
              ended December 31, 1995 (File No. 1-13934)).

    (13)     The  1996 Annual  Report  to Shareholders  (to  the  extent
             incorporated by reference herein).

    (23)     Consent of Deloitte & Touche LLP, Independent Auditors.

    (27)     Financial Data Schedule.
   __________________
   *  A management contract or compensatory plan or arrangement.