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, 1999
                               -----------------

[ ]  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 Identification No.)
       incorporation or organization)

                            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 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 ________

     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.  [x]

Aggregate   market  value  of  voting  and  nonvoting   common  equity  held  by
nonaffiliates  as of March 9, 2000:  $342.6  million.  As of March 9, 2000 there
were  14,017,662  shares of Common  Stock,  $.01 par  value,  of the  registrant
outstanding.

                       DOCUMENTS INCORPORATED BY REFERENCE

Portions of the 1999  Annual  Report to  Shareholders  for the fiscal year ended
December 31, 1999 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 26, 2000 are  incorporated by reference in Part
III.

<PAGE>

                         MIDWEST EXPRESS HOLDINGS, INC.
                                    FORM 10-K

                     For the period ended December 31, 1999

                                TABLE OF CONTENTS

PART I                                                                  Page No.
------                                                                  --------

Item 1.      Business                                                       3

Item 2.      Properties                                                     11

Item 3.      Legal Proceedings                                              12

Item 4.      Submission of Matters to a Vote of Security Holders            13

Management - Officers of the Registrant                                     14

PART II
-------

Item 5.      Market for the Registrant's Common Equity and Related
             Stockholder Matters                                            15

Item 6.      Selected Financial Data                                        15

Item 7.      Management's Discussion and Analysis of Financial Condition
             and Results of Operations                                      16

Item 7A.     Quantitative and Qualitative Disclosures about Market Risk     16

Item 8.      Financial Statements and Supplementary Data                    16

Item 9.      Changes in and Disagreements with Accountants on Accounting
             and Financial Disclosure                                       16

PART III
--------

Item 10.     Directors and Executive Officers of the Registrant             17

Item 11.     Executive Compensation                                         17

Item 12.     Security Ownership of Certain Beneficial Owners and
             Management                                                     17

Item 13.     Certain Relationships and Related Transactions                 17

PART IV
-------

Item 14.     Exhibits, Financial Statement Schedules and Reports on
             Form 8-K                                                       17

SIGNATURES                                                                  19

INDEPENDENT AUDITORS' REPORT                                                20

SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS                             21

EXHIBIT INDEX                                                               22


                                       2
<PAGE>

PART I

Forward-Looking Statements

     This Annual Report on Form 10-K contains  forward-looking  statements  that
may state the Company's or management's intentions, hopes, beliefs, expectations
or predictions for the future. It is important to note that the Company's actual
results could differ materially from those projected results due to factors that
include,  but are not  limited  to,  uncertainties  related to general  economic
factors, industry conditions,  scheduling developments,  government regulations,
labor relations,  aircraft  maintenance and refurbishment  schedules,  potential
delays related to acquired aircraft,  fuel costs and interest rates.  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  prospectus dated May 23, 1996 included in the Registration  Statement
on Form S-1 No. 333-03325.

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  major  destinations
throughout  the United States and Toronto,  from  Milwaukee,  Wisconsin;  Omaha,
Nebraska; and Kansas City, Missouri.

     Midwest    Express    evolved   out   of    Kimberly-Clark    Corporation's
("Kimberly-Clark") desire to provide a convenient and cost-effective way to meet
its internal transportation needs.  Kimberly-Clark began daily, nonstop aircraft
shuttle service in October 1982 for its employees  traveling  between 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 June 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 marketing agreement between Mesa and Midwest Express.  Under
the agreement,  Mesa operated the system beginning in 1989 as "Skyway  Airlines"
using Midwest Express' airline code.

     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 shares of


                                       3
<PAGE>

common  stock  of  Midwest  Express  Holdings,   Inc.  Following  the  Offering,
Kimberly-Clark  retained  20% of the shares of  outstanding  common stock of the
Company that it 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,  1999,  Midwest  Express  served 28 cities and was the only
carrier  providing  nonstop service  between  Milwaukee and more than 60% of its
core jet routes. Although 11 other jet airlines serve Milwaukee's airport, these
carriers  generally  provide  nonstop  flights only between  Milwaukee and their
respective hubs.

     From  Omaha,  Midwest  Express  provides  nonstop  service to Los  Angeles,
Milwaukee, Newark, Washington, D.C. and Orlando (weekends).  Passengers in Omaha
can also travel to most other  cities in the Midwest  Express  route  system via
connections  through  Milwaukee.  Although nine other jet airlines serve Omaha's
airport,  these carriers (other than Southwest Airlines) provide nonstop flights
only between Omaha and their respective operations' hubs.

     Integration of Skyway Operations

     Midwest  Express  coordinates  Skyway's  routes and schedules  primarily 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  the  ability  to  connect  to  Midwest  Express  flights in
Milwaukee without switching carrier systems. To enhance aircraft utilization and
profitability,   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, 1999,
Skyway offered  flights in 26 markets.  In late 1999,  four Fairchild  Aerospace
328JETs joined  Skyway's  fleet of 15 Beech 1900D  turboprop  aircraft;  a fifth
regional jet joined the Skyway fleet in January 2000.

Customer Service

     Overall

     Midwest Express  primarily  caters to business  travelers and has built its
reputation by providing  passengers  with personal  attention,  two-across  wide
leather seats,  fine food served on china with  complimentary  wine or champagne
and  baked-onboard   chocolate  chip  cookies  on  luncheon  flights  -  all  at
competitive  fares.  Conde Nast Traveler and the Zagat Airline Survey  recognize
Midwest  Express as the best airline in the United  States,  and Aviation Week &
Space  Technology  has  honored  Midwest  Express  as the  world's  best-managed
national airline.


                                       4
<PAGE>

     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  inflight  service  due to the
limited duration of its flights, it also focuses on superior customer service in
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 standard  coach seats
that are 17 to 18 inches wide).  There are no middle seats.  The number of seats
in each aircraft is about 20% less 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 typically consist 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  compared to the  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 or charge a premium compared to its competitors.

     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  67% of its tickets  through  travel
agents.  The Company maintains its own reservations  center at its headquarters.
As with most travel agencies,  the Company's reservations center obtains airline
information, makes reservations and sells tickets for Midwest Express and Skyway
flights  through a  computer  reservation  system  ("CRS").  The  Company  has a
contract to use


                                       5
<PAGE>

the SABRE CRS until 2001.  Effective  February 1, 1999, the Company placed a cap
on travel agent  commissions  of $25 for a one-way ticket and $50 per roundtrip.
Effective  October 19,  1999,  the Company  implemented  a new  commission  rate
structure  that  reduced  base  commissions  from  8% to 5%,  with  the  maximum
commission remaining. This commission structure is similar to that of most other
airlines.  The Company realized more revenue in 1999 than in previous years from
direct sales via the Company's reservation center, Web site and ticket counters.

     Frequent Flyer Program

     The  Company  operates  a  frequent  flyer  program  (the  "Frequent  Flyer
Program") under which mileage  credits are earned by flying on Midwest  Express,
Skyway or other participating airlines (including Swissair,  Virgin Atlantic and
Northwest) and by using the services of participating  hotels (including Hilton,
Hyatt,  Loews,  Radisson,  Swissotel and Wyndham),  car rental firms  (including
Avis, Hertz and National), MCI telecommunications,  Elan MasterCard(R) and other
program partners.  Members can redeem Frequent Flyer Program miles for travel on
Midwest  Express or Skyway (20,000 miles for a free  roundtrip  ticket or 15,000
miles for a companion ticket), or other participating  airlines.  In addition to
free travel, miles can be redeemed at participating hotels, car rental firms and
other program partners.  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 Frequent Flyer Plus Plan offers
additional  benefits  and rewards to members  flying at least 20,000 miles or 25
one-way trips in a calendar year.

     The Company's Frequent Flyer Program includes a marketing agreement whereby
members in Northwest  Airlines'  WorldPerks  Frequent  Flyer Program and Midwest
Express'  Frequent Flyer Program members maintain their separate  accounts,  but
can redeem award travel on either carrier. The Company also operates the Midwest
Express  MasterCard  program 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  Program  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 in turn  awards  the  miles to
cardholders for purchases made with their credit cards.

     As of year-end 1999 and 1998, the Company had  approximately  1,183,000 and
1,050,000  members  enrolled in its Frequent  Flyer Program,  respectively.  The
Company  estimates  that as of December 31, 1999 and 1998,  the total  available
awards under the Frequent Flyer Program were 116,000 and 110,000,  respectively,
after  eliminating  those  accounts  below the minimum award level.  Free travel
awards  redeemed  were  approximately  46,000 and 31,000  during  1999 and 1998,
respectively.  Free travel awards  accounted for  approximately  4% of the total
Company revenue  passenger miles during 1999.  Because Midwest Express  controls
the  number  of seats  available  for free  travel on each  flight,  it does not
believe that the use of Frequent  Flyer Program  awards results in a significant
displacement of revenue passengers.

     Miles accrued in a member's  account will expire unless there is qualifying
activity  in the  Frequent  Flyer  Program  account  within a  36-month  period.
Qualifying  activity  includes  flights on Midwest  Express  and/or  Skyway,  or
accrued mileage from any program partner  activity during the previous  36-month
period.  If the account  does not remain  active,  the  mileage  expires and the
account is considered inactive.


                                       6
<PAGE>

     The Company  accounts for its Frequent  Flyer  Program  obligations  on the
accrual basis using the incremental cost method. This method requires accrual of
the  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 Program  accrual,  the
Company  anticipates  that  approximately  72% of  outstanding  awards  will  be
redeemed.

     Codesharing Agreements

     In  1999,  Midwest  Express  continued  a  one-year  renewable  codesharing
agreement with American Eagle that was  originally  established in 1998.  Either
party can  cancel  the  agreement  upon 180 days  notice.  Under the  agreement,
Midwest  Express  provides  passengers  with  jet  service  to Los  Angeles  and
Dallas/Ft. Worth, and American Eagle provides passengers with connecting service
from Los Angeles to seven cities in California,  and from Dallas/Ft. Worth to 34
cities in the southern and south central United States. Both the Midwest Express
and American Eagle segments are designated in computer  reservation systems with
Midwest Express airline codes.

Related Business

     The Company 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.

     Midwest Express operates a DC-9-30 jet aircraft configured specifically for
the purpose of providing  charter  services.  The primary  customers of aircraft
charter  services are athletic teams,  business  groups and tour operators.  The
Company also generates  revenue from inflight sales and from providing  aircraft
ground handling and aircraft maintenance services for other airlines.

Competition

     The Company competes with other air carriers on all routes 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,
Midwest Express and Skyway also compete against ground transportation.

     The Company has the largest  market share of passengers  at  Milwaukee.  In
1999, the Company  carried 34.9% of the passengers  boarded in Milwaukee,  while
Northwest Airlines,  which has the second largest share, carried 20.8%. In 1999,
Midwest  carried  6.3% of the  passengers  boarded in Omaha,  compared  to 24.0%
boarded by United  Airlines and 15.2% by Southwest  Airlines,  the carriers with
the two largest market shares of passengers.


                                       7
<PAGE>

     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 alternative to air travel.

Employees

     As of December 31, 1999,  Midwest  Express had 2,703 employees (435 of whom
were part-time and 55 of whom were  intermittents)  and Skyway had 476 employees
(117 of whom were  part-time).  The categories of employees were as indicated in
the following table:

                                       Employees as of December 31, 1999
                                     -------------------------------------
                                           Midwest
          Employee Categories              Express            Skyway
          -------------------              -------            ------
          Flight Operations                   394               170
          Inflight                            441                14
          Passenger Services                  786               187
          Maintenance                         453                49
          Reservations and Marketing          385                 -
          Accounting and Finance              113                 5
          Administrative                      131                51
                                           ------             -----
          Total                             2,703               476
                                           ======             =====

     The  Company  makes  extensive  use  of  part-time  employees  to  increase
operational  flexibility.  Given the size of Midwest Express' and Skyway's fleet
and flight  schedules,  the Company does not have continuous  operations at many
locations.  The use of  part-time  employees  enables  the  Company 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  January  1998,  Skyway's  pilots,  represented  by the Air Line  Pilots
Association  ("ALPA"),  a labor union,  ratified a four-year labor contract.  In
February  2000,  Midwest  Express'  pilots,  represented  by  ALPA,  ratified  a
five-year  contract.  In April 1999,  Midwest Express' flight attendants elected
the   Association  of  Flight   Attendants   (AFL-CIO),   a  labor  union,   for
representation in collective bargaining. Negotiations currently are in progress.

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,  and other  consumer  protection  matters such as
on-time  performance,   denied  boarding  and  baggage  liability.  It  is  also
authorized to require


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<PAGE>

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  regulation  and/or  oversight  by federal
agencies  other than the DOT and FAA.  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  use 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.

     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 III operations by
requiring  phaseout of Stage II operations (as defined in Part 36 of the Federal
Aviation  Regulations)  by December  31,  1999,  subject to certain  exceptions.
Midwest  Express  complies with ANCA by operating a fleet that is 100% Stage III
compliant.

     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 III aircraft  and  establishes  a  regulatory  notice and
review process for local  restrictions on Stage II aircraft first proposed after
October  1990.  As a  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 date,  its  operations  could be adversely  affected if
locally imposed regulations become more restrictive or widespread.


                                       9
<PAGE>

     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.   The  FAA   monitors   maintenance   efforts   with   FAA
representatives  typically on site. The regulations that govern aircraft with 30
seats or fewer  had been  less  stringent  than the  regulations  applicable  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 Reagan  airports.  A slot is an
authorization to schedule a takeoff or landing at the designated  airport within
a specified  time window.  The FAA must be advised of all slot transfers and can
disallow 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 comply with these regulations
without a waiver  from the FAA  (which is  granted  only in  exceptional  cases)
subjects  the slot to  recall  by the FAA.  In  addition,  the slot  regulations
provide that the FAA may withdraw at any time and 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 these  cities 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  14% and 13% in 1999 and  1998,  respectively),
significant  changes in fuel costs can materially affect the Company's operating
results.  Fuel prices  continue to be susceptible to political  events and other
factors  that  affect the supply of fuel,  and the  Company  cannot  predict the
effect of  changes in 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."  The  Company  has  periodically  entered  into
short-term hedge agreements, which as of December 31, 1999 were not material, in
an attempt to reduce its exposure to jet fuel price fluctuations. As of December
31, 1999 the Company  hedged  approximately  25% of its first  quarter 2000 fuel
requirements.

Year 2000

     The Company  successfully  completed  the Year 2000  rollover.  The Company
spent $.8 million to achieve Year 2000  readiness.  The Company  estimates  lost
revenue  as a result  of some  passengers  avoiding  travel  in the last week of
December  1999 and the first week of January 2000 due to the  millennium  change
was  approximately  $.7  million.  The  Company had no  significant  occurrences


                                       10
<PAGE>

associated  with the  millennium  rollover  and does not  anticipate  any future
interruptions  in  operations  as a  result  of the  processing  or  display  of
date/time data.


Item 2. Properties

Fleet Equipment

     As of December 31, 1999,  Midwest Express' fleet in service consisted of 32
McDonnell Douglas jet aircraft, including eight DC-9 series 10 aircraft, 16 DC-9
series 30 aircraft,  two MD-88  aircraft,  three MD-81  aircraft and three MD-82
aircraft.  All aircraft meet Stage III noise requirements.  None of the aircraft
owned by Midwest Express is subject to liens to secure obligations.

                  MIDWEST EXPRESS AIRLINES AIRCRAFT IN SERVICE
                  --------------------------------------------

           Type            Seats        Owned          Leased       Total
           ----            -----        -----          ------       -----
          DC-9-10           60            8               -           8
          DC-9-30           84*           6              10          16
          MD-88            112            -               2           2
          MD-81/82         116            5               1           6
                                          -               -           -
          Total                          19              13          32

     *One aircraft is reconfigured to 60 seats and is primarily used for charter
flights.


     The MD-82  lease  and the two MD-88  aircraft  leases  expire in 2011.  Ten
DC-9-30 operating leases expire as follows:  three in 2001, four in 2006, one in
2007 and two in 2008. During 1999 Midwest Express placed into service five MD-80
series  aircraft the Company  agreed in 1997 to purchase from Japan Air Systems.
Two MD-80 series  aircraft were received in the fourth  quarter of 1999 and will
enter  service in the second and third  quarter  2000.  The Company has financed
four deliveries with internal cash flows; a sale-leaseback was completed in 1999
for one aircraft.

     In November 1999,  the Company signed a purchase  agreement to acquire four
MD-80  series  aircraft  currently  operated by  Scandinavian  Airlines  System.
Delivery of the  aircraft is expected to begin in  September  2000 and  continue
through November 2001. After refurbishment and modification,  three aircraft are
expected to enter  scheduled  service in 2001, and the last in 2002. The Company
expects  that  this  project,  including  aircraft  acquisition,  refurbishment,
modification  and  support  equipment,  will  cost  approximately  $60  million.
Financing  alternatives  are currently being  evaluated.  These aircraft will be
used to  increase  capacity  on the  Company's  high-traffic  routes  and expand
service in new markets.

     Skyway acquired 15 new Beech 1900D turboprop  aircraft  between January 11,
1994 and May 18, 1995.  Each of these  aircraft has 19 passenger  seats.  During
1996,  Skyway sold and leased back these  aircraft from a group of six financial
institutions  with lease terms of five to 12 years, and expiration dates ranging
from 2001 through 2008.


                                       11
<PAGE>

     In 1999,  Skyway  acquired five  32-passenger  Fairchild  Aerospace  328JET
aircraft.  The  five  aircraft  were  financed  via  operating  leases  from one
financial  institution;  with  expiration  dates  all  occurring  in 2016.  Four
aircraft  were  placed in service in late 1999.  The  Company  holds  options to
acquire 10 additional aircraft, with delivery dates beginning January 1, 2001.

Facilities

     The Company has secured  long-term use of gates 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 19 gates at
the  Milwaukee  airport,   including  ticket  counters,   baggage  handling  and
operations space. In 1988, the Company completed construction of its maintenance
facility at the  Milwaukee  airport with a lease of land from the airport for an
initial  term of five years  ending  March 31, 1993 which  allows the Company to
exercise a series of 11 additional five-year options to extend the lease.

     In  October  1998,   Midwest   Express  moved  into  a  newly   constructed
97,000-square-foot  maintenance  facility that is owned by Milwaukee  County and
located at General Mitchell  International Airport. The new structure is used to
handle maintenance support for its current fleet and planned growth. The City of
Milwaukee issued  variable-rate-demand  industrial  development revenue bonds to
finance  the cost of the $8.2  million  project.  The  Company's  variable  rent
payments  are  based on the  current  interest  rate of the City of  Milwaukee's
outstanding bonds over the 32-year lease term.

     In August 1997, the Company purchased its headquarters  building,  which it
had previously  leased.  As part of the  transaction,  the Company  assumed $3.5
million of long-term  debt.  As of December 31, 1999,  $3.1 million of long-term
debt remained.

     In 11 of the other 28 cities  Midwest  Express  served as of  December  31,
1999, gates at the airport were leased directly from the airport  authority.  In
15 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 General  Mitchell
International  Airport.  Skyway owns an aircraft maintenance and office facility
at the Milwaukee  airport.  The land on which this facility is located is leased
from  Milwaukee  County until 2010.  Skyway also owns a  headquarters  building,
which is located off airport grounds. Skyway currently operates from four gates;
one gate is leased  directly  from  Milwaukee  County  and the  other  three are
subleased from Midwest Express.

Item 3. Legal Proceedings

     During 1996,  the  Wisconsin  Department  of Revenue  asserted that Midwest
Express  should pay  Wisconsin  sales taxes in  connection  with its purchase of
meals from its food  caterer.  A  petition  for review  with the  Wisconsin  Tax
Appeals  Commission is pending.  While Midwest Express does not believe any such
tax is payable, if the Department of Revenue  successfully asserts its position,
then Midwest  Express would be liable for back taxes and associated  interest of
approximately  $.9 million,  and would have to pay  approximately $.3 million in
additional sales tax annually in the future.


                                       12
<PAGE>

     In December 1999,  Midwest Express commenced an action in the United States
District  Court for the Central  District of  California.  The  defendant in the
action is Pacific Skyway, Inc. Midwest Express alleges that Pacific Skyway, Inc.
has infringed Midwest Express' service mark rights in the mark SKYWAY, committed
acts of unfair  competition  and diluted its service mark rights through the use
of the service mark PACIFIC  SKYWAY for providing  air passenger  transportation
services.

     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 1999.



                                       13
<PAGE>

     MANAGEMENT

Officers of the Registrant

     The  executive  officers  and other  officers of the Company as of March 9,
2000, together with their ages,  positions and business experience are described
below:

        NAME            AGE                    POSITION
        ----            ---                    --------

Timothy E. Hoeksema     53       Chairman of the Board, President, Chief
                                   Executive Officer and Director

Brenda F. Skelton       44       Senior Vice President-Marketing and Director

Robert S. Bahlman       41       Senior Vice President, Chief Financial Officer
                                   and Controller

Carol  N. Skornicka     58       Senior Vice President-Corporate Development,
                                   General Counsel and Secretary

David C. Reeve          54       Senior Vice President-Operations

William E. Brown        37       Vice President-Technical Services

Michael W. Mooney       45       Vice President-Planning and Pricing

Christopher D. White    37       Vice President-Safety and Regulatory Compliance

Dennis J. O'Reilly      44       Treasurer

     Timothy E. Hoeksema has been a Director,  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 in 1995.

     Brenda F. Skelton has served as the Senior Vice  President of Marketing and
Director since 1998 and Senior Vice President of Marketing and Customer  Service
and Director from 1995-98.  Prior to that,  Ms. Skelton served as Vice President
of Marketing from February 1993-95.

     Robert S. Bahlman has served as the Senior Vice President,  Chief Financial
Officer and  Controller  since  February 1999. Mr. Bahlman served as Senior Vice
President,  Chief Financial Officer,  Treasurer and Controller from 1998-99;  as
Vice President,  Chief Financial Officer, Treasurer and Controller from 1996-98;
as Controller from 1995-96; and as Financial Manager from 1990-95.

     Carol N.  Skornicka  has  served  as Senior  Vice  President  of  Corporate
Development,  Secretary and General Counsel since 1998. Ms.  Skornicka served as
Vice President,  General Counsel and


                                       14
<PAGE>

Secretary  from  1996-98.  She formerly  served as  Secretary  of the  Wisconsin
Department of Industry, Labor and Human Relations from 1991-96.

     David C. Reeve has served as Senior Vice President of Operations of Midwest
Express  since  1998.  Mr.  Reeve has served as  President  and Chief  Executive
Officer  of  Astral  Aviation  - which  operates  Skyway  - since  1997 and will
continue to serve in that dual  capacity  until a replacement  is named.  Before
joining the Company,  Mr. Reeve served as Director of Flight  Operations for DHL
Airways from 1991-97.

     William E. Brown has served as Vice  President of Technical  Services since
October 1999. Before joining the company,  he served American Airlines as Senior
Manager Engine Repair from 1998-99; Composite Repair Manager from 1997-98; MD-11
and DC-10  Product  Manager from 1995-97;  Manager  Component  Maintenance  from
1993-95; RB211 Engine Shop Supervisor from 1991-93; Maintenance Instructor MD-80
and All Engine Products from 1987-91; and Mechanic Engine Shop from 1986-87.

     Michael W.  Mooney has served as Vice  President  of  Planning  and Pricing
since  February 1999. Mr. Mooney served as Director of Planning and Pricing from
1993-99, and as Manager of Pricing and Scheduling from 1985-93.

     Christopher  D. White has served as Vice President of Safety and Regulatory
Compliance  since  February  1999.  Mr.  White  served as Director of Safety and
Regulatory Compliance from 1996-99; Manager of Internal Safety in 1996; Internal
Safety  Evaluation  Coordinator from 1995-96;  Special Project  Coordinator from
1994-95; and Research Analyst from 1992-94.

     Dennis J.  O'Reilly  has  served as  Treasurer  and  Director  of  Investor
Relations since February 1999. Mr.  O'Reilly served as Assistant  Treasurer from
1996-99, and Business Analyst from 1990-96.


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 22 and to
Shareholder  Information  on page 36 of the  Company's  1999  Annual  Report  to
Shareholders, Exhibit 13.

Item 6. Selected Financial Data

     The information  required in this Item is incorporated by reference to page
18 of the Company's 1999 Annual Report to Shareholders.


                                       15
<PAGE>

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

     In December  1999,  the  Securities  and Exchange  Commission  issued Staff
Accounting Bulletin ("SAB") 101, "Revenue Recognition in Financial  Statements,"
which  provides  guidance on the  application of generally  accepted  accounting
principles  to revenue  recognition  in financial  statements.  SAB 101 provides
additional guidance regarding when revenue is realized, earned and appropriately
recognized.  The Company  expects this  guidance  will be  applicable to revenue
recognition  related  to the sale of  frequent  flyer  miles to  frequent  flyer
partners.  The Company is currently in the process of evaluating  the accounting
and  disclosure  effects  of SAB 101 and is  anticipating  the  adoption  of any
changes in policies to comply in the first quarter 2000. The Company expects the
cumulative effect of this change will result in a material charge to earnings in
first quarter 2000.

     Additional  information  required in this Item is incorporated by reference
to pages 19 through 35 of the Company's 1999 Annual Report to Shareholders.

Item 7A. Quantitative and Qualitative Disclosures about Market Risk

     The Company's  primary market risk exposures  include  commodity price risk
(i.e.  aircraft  fuel prices) and interest rate risk.  The  Company's  operating
results are  significantly  impacted by changes in the price and availability of
aircraft  fuel.  The  Company  manages  the  price  risk  of fuel  primarily  by
purchasing commodity options that establish ceiling prices. Any premiums paid to
enter into option  contracts  are recorded as prepaid  expense and  amortized to
fuel expense over their respective option life. For 1999,  aircraft fuel and oil
and associated taxes (including the effect of any hedging)  represented 13.8% of
the Company's total operating expenses.  Based on the Company's fiscal 2000 fuel
consumption  estimate of 97 million  gallons,  a one-cent  change in the average
annual  price per gallon of aviation  fuel would  increase  the  Company's  fuel
expense by  approximately  $1.0  million.  As of December 31, 1999,  the Company
hedged approximately 25% of its first quarter 2000 fuel requirements.

     Exposure to interest  rate risk  relates  primarily to the  Company's  cash
equivalents and short-term  investment  portfolios and its interest expense from
floating debt instruments.  Market risk associated with the Company's  long-term
debt is the  potential  increase  in fair value  resulting  from a  decrease  in
interest  rates. A 10% change in interest rates would not have a material impact
on the Company's  interest expense  associated with fixed or variable rate debt.
If short-term interest rates average 10% more in 2000 than they did during 1999,
there would be no material impact on the Company's interest income.

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 1999 Annual Report to Shareholders.

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

     Not applicable.


                                       16
<PAGE>

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 to pages 1 through 4 and page 12,
respectively,  of the  definitive  Proxy  Statement  for the  Annual  Meeting of
Shareholders  to be held on April 26, 2000,  and  "Management  - Officers of the
Registrant" in Part I, Item 4.


Item 11. Executive Compensation

     The  information  required  in this  Item is set forth  under  the  heading
"Executive  Compensation,"  incorporated herein by reference, to pages 7 through
14 of the definitive  Proxy  Statement for the Annual Meeting of Shareholders to
be held on April 26, 2000.

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 to pages 5
and 6 of the definitive  Proxy  Statement for the Annual Meeting of Shareholders
to be held on April 26, 2000.

Item 13. Certain Relationships and Related Transactions

     Not applicable.



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,
1999 and 1998 and for each of the three years in the period  ended  December 31,
1999,  together with the report  thereon of Deloitte & Touche LLP, dated January
28, 2000,  appear on pages 25 through 35 of the Company's  1999 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.


                                       17
<PAGE>

(b) Reports on Form 8-K:

     The Company did not file any reports on Form 8-K during the fourth  quarter
of 1999.

(c) Exhibits:

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



                                       18
<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 Report to be signed on
its behalf by the undersigned, thereunto duly authorized.

                                        MIDWEST EXPRESS HOLDINGS, INC.
                                        ----------------------------------------
                                        Registrant

March 27, 2000                          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 27, 2000.


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


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


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


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


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


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


/s/ ULICE PAYNE, JR.              Director
-------------------------------
 Ulice Payne, Jr.


/s/ SAMUEL K. SKINNER             Director
-------------------------------
 Samuel K. Skinner


/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


                                       19
<PAGE>

INDEPENDENT AUDITORS' REPORT


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

We have  audited  the  consolidated  financial  statements  of  Midwest  Express
Holdings,  Inc. as of December 31, 1999 and 1998 and for each of the three years
in the period ended  December 31, 1999, and have issued our report thereon dated
January 28, 2000; such consolidated financial statements and report are included
in your  1999  Annual  Report to  Shareholders  and are  incorporated  herein by
reference.  Our  audits  also  included  the  consolidated  financial  statement
schedule of Midwest Express Holdings, Inc., listed in Item 14. This consolidated
financial statement schedule is the responsibility of the Company's  management.
Our responsibility is to express an opinion based on our audits. In our opinion,
such consolidated  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 herein.



/s/Deloitte & Touch LLP
DELOITTE & TOUCHE LLP

Milwaukee, Wisconsin

January 28, 2000



                                       20
<PAGE>

Schedule II

<TABLE>

                         MIDWEST EXPRESS HOLDINGS, INC.
                        VALUATION AND QUALIFYING ACCOUNTS
<CAPTION>

                                         Balance at       Additions        Deductions        Balance at
                                         Beginning        Charged to         from             End of
                                          of Year          Expense          Reserve             Year
                                       -------------------------------------------------------------------
Allowance for doubtful accounts:
<S>                                       <C>              <C>             <C>                <C>
    Year ended December 31, 1999          $251,000         $123,000        $(208,000)         $166,000
    Year ended December 31, 1998          $231,000         $102,000        $ (82,000)         $251,000
    Year ended December 31, 1997          $207,000         $400,000        $(376,000)         $231,000

</TABLE>



                                       21
<PAGE>

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

                   FOR THE FISCAL YEAR ENDED DECEMBER 31, 1999
                   -------------------------------------------

       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 of the  Company as  amended  through  April 29,  1999
                    (incorporated  by  reference  to Exhibit 3 to the  Company's
                    Quarterly Report on Form 10-Q for the quarter ended June 30,
                    1999 (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, National Association as
                    successor in interest to Firstar Bank  Milwaukee,  N.A.; M&I
                    Marshall & Ilsley Bank; Bank One,  Milwaukee,  N.A.; and the
                    Company 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 the
                    Company 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 Bank, National  Association as successor
                    in  interest  to  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 Bank,  National  Association
                    as   successor   in  interest  to  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 the Company;  Firstar Bank,
                    National  Association  as  successor  in interest to 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")).


                                       22
<PAGE>

          (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., the Company, Midwest Express
                    and  Astral  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 the Company 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  the  Company  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 (incorporated by
                    reference to Exhibit 10.9 to the Company's  Annual Report on
                    Form 10-K for the year  ended  December  31,  1997 (File No.
                    1-13934)).

          (10.10)   Eleventh Amendment to Airline Lease between Milwaukee County
                    and Midwest Express,  dated December 17, 1997  (incorporated
                    by reference to Exhibit 10.10 to the Company's Annual Report
                    of Form 10-K for the year ended  December 31, 1997 (File No.
                    1-13934)).

          (10.11)   Twelfth  Amendment  to Airline  Lease,  as  amended  between
                    Milwaukee County and Midwest  Express,  dated April 21, 1998
                    (incorporated  by reference  to Exhibit 10 to the  Company's
                    Quarterly  Report of Form 10-Q for the  quarter  ended March
                    31, 1998 (File No. 1-13934)).

          (10.12)+  Assignment  of  Rights  Agreement  between  Dolphin  Trade &
                    Finance,  LTD and Midwest  Express,  dated November 14, 1997
                    (incorporated by reference to Exhibit 10.11 to the Company's
                    Annual  Report on Form 10-K for the year ended  December 31,
                    1997 (File No. 1-13934)).

          (10.13)*  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)).

          (10.14)*  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)).


                                       23
<PAGE>

          (10.15)*  Annual Incentive Compensation Plan, amended through February
                    11, 1998  (incorporated by reference to Exhibit 10.14 to the
                    Company's  Annual  Report  on Form  10-K for the year  ended
                    December 31, 1997 (File No. 1-13934)).

          (10.16)*  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)).

          (10.17)*  Form of Key Executive  Employment  and  Severance  Agreement
                    between the Company and each of Timothy E. Hoeksema,  Brenda
                    F. Skelton and Carol N. 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)).

          (10.18)*  Form of Key Executive  Employment  and  Severance  Agreement
                    between the Company and each of Robert S. Bahlman,  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)).

          (10.19)   Thirteenth  Amendment to Airline Lease,  as amended  between
                    Milwaukee  County and Midwest  Express,  dated April 5, 1999
                    (incorporated  by reference  to Exhibit 10 to the  Company's
                    Quarterly  Report on Form 10-Q for the  quarter  ended March
                    31, 1999 (File No. 1-13934)).

          (10.20)   Fourteenth  Amendment to Airline Lease,  as amended  between
                    Milwaukee  County and Midwest  Express,  dated June 15, 1999
                    (incorporated  by reference  to Exhibit 10 to the  Company's
                    Quarterly Report on Form 10-Q for the quarter ended June 30,
                    1999 (File No. 1-13934)).

          (13)      The  1999  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.

     +   Portions  of this  exhibit  have been  redacted  and are  subject  to a
         confidential  treatment  request filed with the Secretary of Securities
         and  Exchange  Commission  pursuant to Rule 24b-2 under the  Securities
         Exchange  Act of 1934,  as amended.  The  redacted  material  was filed
         separately with the Securities and Exchange Commission.



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