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

                               AMENDMENT NO. 1 TO


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

        For the fiscal year ended December 31, 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 
              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
   amendments to this Form 10-K. [x]

   Aggregate market value of voting stock held by nonaffiliates as of 
   March 5, 1998:  $489.9 million

   As of March 5, 1998 there were 9,421,867 shares of Common Stock, $.01 par
   value, of the registrant outstanding.

                       DOCUMENTS INCORPORATED BY REFERENCE

   Portions of the 1997 Annual Report to Shareholders for the fiscal year
   ended December 31, 1997 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 22, 1998 are incorporated by
   reference in Part III.

        The undersigned registrant hereby amends and restates Item 14 of its
   Annual Report on Form 10-K for the year ended December 31, 1997 to provide
   in its entirety as follows:

   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, 1997 and 1996 and for each of the three years in the period ending
   December 31, 1997, together with the report thereon of Deloitte & Touche
   LLP, dated January 30, 1998, appear on pages 25 through 35 of the
   Company's 1997 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 1997.

   (c) Exhibits:

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

   <PAGE>

                                   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 amendment to be
   signed on its behalf by the undersigned, thereunto duly authorized.

                                 MIDWEST EXPRESS HOLDINGS, INC.            
                                 Registrant


   April 2, 1998                 By   /s/Robert S. Bahlman                    
                                      Robert S. Bahlman
                                      Senior Vice President, Chief Financial
                                      Officer, Treasurer and Controller

   <PAGE>

                                  EXHIBIT INDEX
                         MIDWEST EXPRESS HOLDINGS, INC.
                           ANNUAL REPORT ON FORM 10-K

                   FOR THE FISCAL YEAR ENDED DECEMBER 31, 1997

    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 (incorporated by
                 reference to Exhibit 3.2 to the Company's Annual Report on
                 Form 10-K for the year ended December 31, 1996 (File No. 1-
                 13934)).

      (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)).

      (4.5)      Second Amendment to Credit Agreement, dated as of April 30,
                 1997, amending the Credit Agreement dated September 27,
                 1995, as amended to date, among Midwest Express Holdings,
                 Inc.; Firstar Bank Milwaukee, N.A.; M&I Marshall & Ilsley
                 Bank; and Bank One, Milwaukee, N.A. (incorporated by
                 reference to the Company's Quarterly Report on Form 10-Q for
                 the quarter ended March 31, 1997 (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)      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)).

     (10.7)      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)).

     (10.8)      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)).

     (10.9)#     Tenth Amendment to Airline Lease between Milwaukee County
                 and Midwest Express, dated August 18, 1997.

     (10.10)#    Eleventh Amendment to Airline Lease between Milwaukee County
                 and Midwest Express, dated December 17, 1997.

     (10.11)+#   Assignment of Rights Agreement between Dolphin Trade &
                 Finance, LTD. and Midwest Express, dated November 14, 1997.

     (10.12)*    Midwest Express Holdings, Inc. 1995 Stock Option Plan, as
                 amended through February 13, 1997 (incorporated by reference
                 to Exhibit 4.2 to the Company's Registration Statement on
                 Form S-8 (File No. 333-44253)).

     (10.13)*    Midwest Express Holdings, Inc. 1995 Stock Plan for Outside
                 Directors, as amended through September 18, 1996
                 (incorporated by reference to Exhibit 10.12 to the Company's
                 Annual Report on Form 10-K for the year ended December 31,
                 1996 (File No. 1-13934)).

     (10.14)*#   Annual Incentive Compensation Plan, amended through February
                 11, 1998.
 
    (10.15)*     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)).

     (10.16)*    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)).

     (10.17)*    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, Lisa A. Bauer 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)#       1997 Annual Report to Shareholders (to the extent
                 incorporated by reference herein).

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

     (27.1)#     Financial Data Schedule for the year ended December 31,
                 1997.

     (27.2)      Restated Financial Data Schedule for the nine months ended
                 September 30, 1997.

     (27.3)      Restated Financial Data Schedule for the six months ended
                 June 30, 1997.

     (27.4)      Restated Financial Data Schedule for the three months ended
                 March 31, 1997.

     (27.5)      Restated Financial Data Schedule for the year ended December
                 31, 1996.

     (27.6)      Restated Financial Data Schedule for the nine months ended
                 September 30, 1996.

     (27.7)      Restated Financial Data Schedule for the six months ended
                 June 30, 1996.

   _______________
   *    A management contract or compensatory plan or arrangement.
   +    Portions of this exhibit have been redacted and are subject to a
        confidential treatment request filed with the Secretary of the
        Securities and Exchange Commission pursuant to Rule 24b-2 under the
        Securities Exchange Act of 1934, as amended.  The redacted material
        is being filed separately with the Securities and Exchange
        Commission.
   #    Previously filed.