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, 1998
                  ---------------------------------------------


    { } 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.)
       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  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.  [x]

     Aggregate  market  value of voting and  non-voting  common  equity  held by
     nonaffiliates as of March 9, 1999: $392.5 million As of March 9, 1999 there
     were 14,126,645  shares of Common Stock,  $.01 par value, of the registrant
     outstanding.

                       DOCUMENTS INCORPORATED BY REFERENCE

Portions of the 1998  Annual  Report to  Shareholders  for the fiscal year ended
December 31, 1998 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 28, 1999 are  incorporated by reference in Part
III.

<PAGE>

                         MIDWEST EXPRESS HOLDINGS, INC.
                                    FORM 10-K

                      For the year ended December 31, 1998

                                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         12

Management - Officers of the Registrant                                     13

PART II

Item 5.  Market for  Registrant's  Common  Equity and Related
         Stockholder Matters                                                14

Item 6.  Selected Financial Data                                            14

Item 7.  Management's  Discussion  and Analysis of Financial
         Condition and Results of Operations                                14

Item 7A. Quantitative  and  Qualitative  Disclosures  about
         Market Risk                                                        15

Item 8.  Financial Statements and Supplementary Data                        15

Item 9.  Changes in and  Disagreements  with  Accountants  on
         Accounting and Financial Disclosure                                15

PART III

Item 10. Directors and Executive Officers of the Registrant                 15

Item 11. Executive Compensation                                             15

Item 12. Security  Ownership of Certain  Beneficial  Owners
         and Management                                                     15

Item 13. Certain Relationships and Related Transactions                     15

PART IV

Item 14. Exhibits,   Financial   Statement  Schedules  and
         Reports on Form 8-K                                                16

SIGNATURES                                                                  17

INDEPENDENT AUDITORS' REPORT                                                18

SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS                             19

EXHIBIT INDEX                                                               20



                                       2
<PAGE>


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.  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,   aircraft
maintenance and  refurbishment  schedules,  potential delays related to acquired
aircraft and year 2000 compliance.  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.

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 destinations
throughout the United States and Toronto,  from bases of operations in Milwaukee
and Omaha, Nebraska.

         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  codesharing  agreement  between  Mesa and Midwest  Express.
Under the  agreement,  Mesa  operated  the system  beginning  in 1989 as "Skyway
Airlines" using Midwest Express'  airline code. As of December 31, 1998,  Skyway
offered service in 25 cities--mainly in the upper Midwest.

         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 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.


                                       3
<PAGE>

Route Structure and Scheduling

         Bases of Operations

         Midwest  Express  currently has two bases of operations,  Milwaukee and
Omaha. As of December 31, 1998,  Midwest Express served 26 cities from Milwaukee
and was the only carrier  providing  nonstop service between  Milwaukee and most
Midwest Express  destinations.  Although 10 other jet airlines serve Milwaukee's
airport, these carriers generally provide nonstop flights only between Milwaukee
and their respective operations' hubs.

         From Omaha,  Midwest Express  provides  nonstop service to Los Angeles,
Milwaukee,  Newark,  Washington,  D.C,  Kansas  City  (through  May 9, 1999) 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 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 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, 1998,
Skyway offered flights in 25 cities, generally in the upper Midwest. The Company
expects that five  Fairchild  Aerospace  328JETs will join Skyway's  fleet of 15
Beechcraft 1900D turboprop aircraft in 1999.

Customer Service

         Overall

         Midwest Express primarily caters to the business traveler and has built
its reputation providing passengers with personal attention,  two-across 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,  Travel & Leisure and the Zagat Airline Survey have
recognized  Midwest  Express  as the best  airline  in the  United  States,  and
Aviation  Week & Space  Technology  named  Midwest  Express as the best  managed
national airline in the world.

         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 15% to 20% less than the number of seats that major airlines
typically install in the same type of aircraft. Midwest Express has continued to
be recognized by a leading  consumer travel report,  most recently in June 1997,
as having  the most  comfortable  coach  seats in its  periodic  surveys of U.S.
airlines.

         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 compared to the industry
average for major carriers.

                                       4
<PAGE>

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  70% 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 the SABRE CRS until 2001.  Effective September 1997, the Company
changed its travel agency  commission  rate  structure to an 8% base  commission
rate, with no commission cap.  Effective  February 1, 1999, a maximum commission
of $50 per roundtrip or $25 for a one-way ticket will be paid.  This  commission
structure is similar to most other airlines.

         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 and by using the services of participating  hotels  (including  Hilton,
Hyatt, Loews and Wyndham), car rental firms (including Hertz and National),  MCI
telecommunications and Elan MasterCard.  Members can redeem Frequent Flyer miles
for travel on Midwest  Express (20,000 miles for a free round trip or 15,000 for
companion), Skyway or other participating airlines. The Frequent Flyer Plus plan
allows  members that reach an initial 30,000 mile threshold to earn bonus miles;
status is retained by accruing at least 20,000 flight miles in a calendar  year.
In addition to free travel,  miles can be redeemed at  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 marketing  agreement
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.  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  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.

                                       5
<PAGE>

         As of year-end 1998 and 1997, the Company had  approximately  1,050,000
and 938,000 members  enrolled in its Frequent Flyer program,  respectively.  The
Company  estimates  that as of December 31, 1998 and 1997,  the total  available
awards under the Frequent  Flyer program were 110,000 and 80,000,  respectively,
after  eliminating  those  accounts  below the minimum award level.  Free travel
awards  redeemed  were  approximately  31,000 and 21,000  during  1998 and 1997,
respectively. Free travel awards accounted for approximately 4% of total Company
revenue passenger miles during 1998. Because Midwest Express controls the number
of seats available for free travel on each flight,  it does not believe that use
of  Frequent  Flyer  awards  results in a  significant  displacement  of revenue
passengers.

         Miles  accrued  prior to November 1, 1995  expired on October 31, 1998,
unless there was qualifying activity in the Frequent Flyer accounts.  Qualifying
activity  includes flights on Midwest Express and/or Skyway Airlines or at least
10,000 miles  accrued from the Midwest  Express  Mastercard  during the previous
36-month period. Frequent flyer benefits will continue only for members who show
account  activity at least once every 36 months.  If the account does not remain
active, the mileage expires and the account is considered inactive.

         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 72% 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.

         Codesharing Agreements

         In 1998 Midwest Express  established a one-year  renewable  codesharing
agreement  with  American  Eagle.  The agreement can be canceled by either party
with 180 days notice.  Under the agreement,  Midwest Express provides passengers
with jet  service to Los  Angeles  or  Dallas/Ft.  Worth,  with  American  Eagle
providing passengers with connecting service from Los Angeles to eight cities in
California,  and from  Dallas/Ft.  Worth to 31 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.
In 1998,  Midwest  Express  signed a letter of intent to enter into a  codeshare
agreement with Reno Air. However,  to date, no final  codesharing  agreement has
been  reached and such an  agreement  is pending the buyout of Reno  Airlines by
American Airlines.

Related Business

         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.  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  providing   aircraft  ground  handling  and  aircraft
maintenance services for other airlines and from inflight sales.

                                       6
<PAGE>

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,
Skyway and Midwest Express also compete against ground transportation.

         The Company has the largest market share of passengers at Milwaukee. In
1998,  the Company  carried  33.0% of  passengers  boarded in  Milwaukee,  while
Northwest Airlines, which has the second largest share, carried 19.8%. In Omaha,
Midwest  Express  had 5.7% of the market  based on  passengers  boarded in 1998,
compared to 26.6%  boarded by United  Airlines and 14.3% 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, 1998,  Midwest  Express had 2,358  employees (401 of
whom were  part-time  and 37 of whom were  intermittents),  and  Skyway  had 365
employees  (86 of whom were  part-time).  The  categories  of employees  were as
indicated in the following table:

                                      Employees as of December 31, 1998
                                      ---------------------------------
                                            Midwest
           Employee Categories              Express        Skyway
           Flight Operations                  334            157
           Inflight                           395              -
           Passenger Services                 676            132
           Maintenance                        360             53
           Reservations and Marketing         394              -
           Accounting and Finance             101              4
           Administrative                      98             19
                                            -----             --
           Total                            2,358            365
                                            =====            ===

         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.

                                       7
<PAGE>

         Labor Relations

         In December  1997 Midwest  Express  pilots  elected the Air Line Pilots
Association   ("ALPA"),   a  labor  union,  for   representation  in  collective
bargaining.  Negotiations  are  in  process.  In  January  1998,  Skyway  pilots
represented by ALPA ratified a four-year labor  contract.  No other employees in
the Company are currently unionized.  In February 1999, an application was filed
on behalf of the Association of Flight  Attendants,  AFL-CIO for the services of
the National Mediation Board to conduct an election to determine  representation
of the flight  attendants of Midwest  Express.  The election will be held in the
first quarter, with ballots counted on April 29, 1999.

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,  CRSs 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.  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 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.  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, 1998, Midwest Express operated 21
Stage 3 aircraft  representing 78% of its fleet,  and six Stage 2 aircraft.  The
Company has ordered equipment to convert the remaining Stage 2 aircraft to Stage
3 by December 31, 1999.

                                       8
<PAGE>

         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 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.

         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. 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. 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 Reagan  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 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 do so 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  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
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  13% and 16% in 1998 and  1997,  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  periodically  enters into short-term
hedge agreements, which as of December 31, 1998 were not material, in an attempt
to reduce its exposure to jet fuel price fluctuations.

                                       9
<PAGE>

Year 2000

         The Company  established  a year-2000  team in January 1998 to evaluate
and remediate any year 2000 issues. As a result of the Company becoming publicly
owned in September 1995, many systems required immediate replacement. All of the
replacement  systems  purchased  were  represented  to be year 2000 compliant by
their  respective  vendors.  In mid-1997 the Company  designed and implemented a
technology infrastructure comprising almost all year-2000-compliant products.

         The Company has developed plans to address issues related to the impact
of the year 2000 on its business.  The Company's Year 2000 Project involves five
phases:   Awareness,    Inventory/Assessment,    Renovation,    Validation   and
Implementation.   Internal  financial,  operations,  non-information  technology
systems and external  interfaces have been  inventoried and assessed,  and plans
have been developed to remediate any non-compliant  systems. The Company has one
major internally  developed and maintained  system that requires  modifications.
This  system,  which is used for  purchasing,  inventory,  accounts  payable and
aircraft  maintenance  planning  and records and is scheduled to be completed by
September 1999. The Company estimates that the total cost of achieving year-2000
readiness  will  approximate  $1.0 million,  approximately  50% of which is from
reallocation of existing internal resources.

         The Company  realizes  that  preparedness  is also  predicated  on many
external  factors.  Therefore,  the Company is actively  pursuing  suppliers and
vendors to evaluate their respective levels of preparedness. Questionnaires have
been mailed to the most critical suppliers and vendors,  and evaluation of their
preparedness is in process.  Follow-up action is dictated by the priority of the
service or  commodity  used,  and the  response  received.  The  Company is also
participating with the airline industry to identify  potential  year-2000 issues
at  airports  and within  industry  infrastructure,  including  common  vendors,
suppliers,  government agencies and the Federal Aviation Administration ("FAA").
FAA  operations  are made possible by many critical  computer  systems;  without
these  specialized  systems,  the FAA could not effectively  control the current
level of air traffic,  target  airlines for  inspection,  or provide  up-to-date
weather conditions to pilots and air traffic controllers.

         The implications for the Company, a critical vendor,  supplier,  or the
FAA of not being prepared for the year 2000 could have a material adverse effect
on the Company,  resulting in customer inconvenience,  increased costs, grounded
or delayed  flights,  or a degraded  level of safety.  To be prepared to address
unexpected occurrences, contingency plans will be developed during the first six
months of 1999 for those scenarios within the Company's control. However, due to
the complexity and  pervasiveness  of the year-2000 issue, and in particular the
uncertainty regarding the compliance programs of third parties, no assurance can
be given that the Company's  estimates will be achieved and actual results could
differ materially from those anticipated.

                                       10
<PAGE>

Item 2. Properties

Fleet Equipment

         As of December 31, 1998, Midwest Express' fleet in service consisted of
27 McDonnell Douglas jet aircraft,  including eight DC-9-10 series aircraft,  16
DC-9-30 series aircraft,  two MD-88 aircraft and one MD-82 aircraft.  Twenty-one
aircraft meet Stage 3 noise requirements.  None of the aircraft owned by Midwest
Express is subject to liens to secure obligations.

                        MIDWEST EXPRESS AIRLINES AIRCRAFT
                                                         Date of      Stage
   Tail #     Type      # of Seats      Owned/Leased    Manufacture    Type
   ------     ----      ----------      ------------    -----------    ----
   809ME      MD-82        116             Owned          10/9/81       3
   601ME      MD-88        112             Leased         09/21/89      3
   701ME      MD-88        112             Leased         08/22/89      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
   205ME      DC-9-30       84             Leased         01/02/74      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
   216ME      DC-9-30       84             Leased         10/18/76      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       60             Owned          11/08/67      3
   501ME      DC-9-30       84             Owned          12/15/67      2
   212ME      DC-9-30       84             Leased         4/29/76       3
   215ME      DC-9-30       84             Leased         8/19/76       3
   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      3

         The two MD-88  aircraft  leases expire in 2000.  Ten DC-9-30  operating
leases expire as follows:  three in 2001,  four in 2006,  one in 2007 and two in
2008.

         During January 1999 Midwest  Express placed into service the second and
third of eight MD-80 series aircraft the Company agreed to purchase in 1997. The
fourth and fifth aircraft are presently being  refurbished with in-service dates
scheduled for May and August 1999. The sixth aircraft was received in March 1999
and will be placed in service in October 1999.  The seventh and eighth  aircraft
are expected to be received in the fourth  quarter of 1999 and are  scheduled to
enter  service in early 2000.  The  Company  financed  the first four  aircraft,
including  refurbishment  costs, in 1998 primarily using internal cash flow, and
expects to finance the remaining four aircraft using internal cash flow as well.

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

                                       11
<PAGE>

         Skyway  expects  to take  delivery  of the first of five new  Fairchild
Aerospace  328JET  aircraft in June 1999. All five are expected to be in service
by the end of 1999.  The Company  also holds  options to purchase 10  additional
aircraft to support future growth, which are exercisable after 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  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 50 years.

         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 estimated $8.3 million project.  The Company's  variable
rent payments are based on the current  interest rate on the City of Milwaukee's
outstanding bonds over the 32-year lease term.

         In August 1997 the Company purchased a headquarters building,  which it
previously leased. As part of the transaction,  the Company assumed $3.5 million
of long-term debt.

         In 11 of the other 26 cities Midwest  Express served as of December 31,
1998, gates at the airport were leased directly from the airport authority.  For
the other 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  Milwaukee's
airport. Skyway owns an aircraft maintenance and office facility at the airport.
The land on which this  facility is located is leased  until  2010.  Skyway also
owns a  headquarters  building,  which is located  off airport  grounds.  Skyway
currently operates 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 Wisconsin
sales taxes should be paid in connection with Midwest Express' purchase of meals
from its food  caterer.  A petition  for review with the  Wisconsin  Tax Appeals
Commission  is pending and a trial is  anticipated  in late 1999.  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 $.7 million.

         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 1998.

                                       12
<PAGE>

MANAGEMENT

Officers of the Registrant

         The executive officers and other officers of the Company as of March 9,
1999, together with their ages,  positions and business experience are described
below:

NAME                   AGE      POSITION
Timothy E. Hoeksema     52      Chairman  of the Board,  President  and Chief
                                Executive  Officer  and Director
Brenda F. Skelton       43      Senior Vice President-Marketing and Director

David C. Reeve          53      Senior Vice President-Operations

Robert S. Bahlman       40      Senior Vice President,  Chief Financial Officer
                                and Controller

Carol Skornicka         57      Senior  Vice  President-Corporate  Development,
                                General  Counsel  and Secretary
Rex J. Kessler          51      Vice President-Technical Services

Michael  W. Mooney      44      Vice President-Planning and Pricing

Lisa A. Bauer           35      Vice President-Sales and Distribution

Dennis J. O'Reilly      43      Treasurer and Director of Investor Relations

Christopher D. White    36      Vice President - Safety and Regulatory 
                                Compliance

         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 as of August 1, 1995.

         Brenda F. Skelton has served as the Senior Vice President-Marketing and
director since 1998 and Senior Vice President-Marketing and Customer Service and
director  from  1995  to  1998.  Prior  thereto,  Ms.  Skelton  served  as  Vice
President-Marketing for the Company from February 1993 to March 1995.

         David C. Reeve has served as Senior Vice  President  of  Operations  of
Midwest  Express since  November  1998.  Mr. Reeve served as President and Chief
Executive  Officer of Astral which operates Skyway from March 1997 and continues
to serve in a dual capacity  until a replacement is named.  Prior  thereto,  Mr.
Reeve served as Director of Flight  Operations for DHL Airways from June 1991 to
February 1997.

         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 of the
Company  from  February  1998 to  February  1999.  Mr.  Bahlman  served  as Vice
President, Chief Financial Officer, Treasurer and Controller of the Company from
December 1996 to February  1998.  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.


                                       13
<PAGE>


         Carol   Skornicka   has  served  as  Senior  Vice   President-Corporate
Development,  Secretary and General  Counsel of the Company since February 1998.
Ms.  Skornicka  served as Vice  President,  General Counsel and Secretary of the
Company  from May 1996 to  February  1998.  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.

         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
March 1993 to February  1999.  Prior  thereto,  Mr.  Mooney served as Manager of
Pricing and Scheduling from December 1985 to March 1993.

         Lisa A. Bauer has served as Vice  President-Sales  and  Distribution of
the Company since  December  1997. Ms. Bauer served as Director of Sales for the
Company from November 1994 to December 1997. Prior thereto,  Ms. Bauer served as
National Sales Manager from October 1992 to November 1994.

         Dennis J.  O'Reilly  has served as  Treasurer  and Director of Investor
Relations of the Company since February 1999. Mr.  O'Reilly  served as Assistant
Treasurer  from February 1996 to February  1999.  Prior  thereto,  Mr.  O'Reilly
served as Business Analyst for the Company from November 1990 to January 1996.

         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 October 1996 to February 1999. Mr. White
served as Manager of Internal Safety from March 1996 to October 1996. From April
1995 to March 1996, Mr. White served as Internal Safety Evaluation  Coordinator.
From March 1994 to April 1995, Mr. White served as Special Project  Coordinator.
Prior thereto,  Mr. White served as Research  Analyst from October 1992 to March
1994.

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  1998  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 1998 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 1998 Annual Report to Shareholders.

                                       14
<PAGE>

Item 7A. Quantitative  and  Qualitative  Disclosures  about Market Risk

         None.

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 1998 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 to pages 1 through 3 and page 15,
respectively,  of the  definitive  Proxy  Statement  for the  Annual  Meeting of
Shareholders  to be held on April 28,  1999,  and  "Management--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, to pages 7 through
14 of the definitive  Proxy  Statement for the Annual Meeting of Shareholders to
be held on April 28, 1999.

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 28, 1999.

Item 13. Certain Relationships and Related Transactions

         Not applicable.

                                       15
<PAGE>

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,
1998 and 1997 and for each of the three years in the period ending  December 31,
1998,  together with the report  thereon of Deloitte & Touche LLP, dated January
29, 1999,  appear on pages 25 through 35 of the Company's  1998 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 1998.

(c) Exhibits:

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


                                       16
<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 25, 1999                             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 25, 1999.

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 Director
Brenda F. Skelton


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


/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


__________________________     Director
John W. Weekly


                                       17
<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, 1998 and 1997 and for each of the three years
in the period ended  December 31, 1998, and have issued our report thereon dated
January 29, 1999; such consolidated financial statements and report are included
in your  1998  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 therein.


/s/Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
Milwaukee, Wisconsin

January 29, 1999


                                       18
<PAGE>

                                                                     Schedule II

<TABLE>

                         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 

Allowance for doubtful accounts:
<S>                                 <C>               <C>            <C>              <C>  
   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
   Year ended December 31, 1996     $307,000          $218,000       $(318,000)       $207,000

</TABLE>

                                       19
<PAGE>

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

                   FOR THE FISCAL YEAR ENDED DECEMBER 31, 1998

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).

                                       20
<PAGE>

(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  (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)).

(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 Dennis
         J.  Crabtree  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)).

                                       21
<PAGE>

(10.18)* 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)     The 1998 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 the  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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