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, 2000

[ ]  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             (I.R.S. Employer Identification No.)
of 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, 2001: $235.1 million. As of March 9, 2001 there
were 13,827,186 shares of Common Stock, $.01 par value, of the registrant
outstanding.

                       DOCUMENTS INCORPORATED BY REFERENCE

  Portions of the 2000 Annual Report to Shareholders for the fiscal year ended
     December 31, 2000 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 25, 2001 are incorporated by reference
                                  in Part III.


<PAGE>
                         MIDWEST EXPRESS HOLDINGS, INC.
                                    FORM 10-K

                     For the period ended December 31, 2000

                                TABLE OF CONTENTS

PART I                                                                  Page No.

Item 1.      Business                                                       3

Item 2.      Properties                                                    11

Item 3.      Legal Proceedings                                             13

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                          15

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

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            16

Item 11.     Executive Compensation                                        16

Item 12.     Security Ownership of Certain Beneficial Owners
              and Management                                               16

Item 13.     Certain Relationships and Related Transactions                17

PART IV

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

SIGNATURES                                                                 18

INDEPENDENT AUDITORS' REPORT                                               19

SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS                            20

EXHIBIT INDEX                                                              21


                                       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. Statements containing words such as
"expect," "anticipate," "believe," "estimate," "goal," "objective" or similar
words are intended to identify forward-looking statements. 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, competitive developments 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 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 second base of operations in May 1994. Midwest Express
established Kansas City as its third base of operations in September 2000 and
currently provides nonstop jet service between Kansas City and eight
destinations.

         Astral Aviation, Inc., a wholly owned subsidiary of Midwest Express,
("Astral"), d/b/a Skyway Airlines, The Midwest Express Connection began
operations in early 1994 by taking over routes that



                                       3
<PAGE>

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 common stock of Midwest Express
Holdings, Inc. Following the Offering, Kimberly-Clark retained 20% of the shares
of outstanding common stock of the Company which 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 three bases of operations - Milwaukee,
Omaha and Kansas City. As of December 31, 2000, Midwest Express served 29 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, Kansas City, Newark, Washington, D.C. and Orlando (weekends).
Passengers in Omaha can also travel to most other cities in the Midwest Express
and Astral route system via connections through Milwaukee. Although 10 other jet
airlines serve Omaha's airport, these carriers (other than Southwest Airlines)
provide nonstop flights only between Omaha and their respective hubs.

         From Kansas City, Midwest Express provides nonstop service to New York
La Guardia, Washington National, Washington Dulles, Milwaukee, Boston, Omaha,
San Antonio and Des Moines. Passengers in Kansas City can travel to most other
cities throughout the route systems of Midwest Express and Astral via
connections through Milwaukee. In March 2001, Midwest Express entered into a
five-year codeshare with Air Midwest, providing passengers in 15 Midwestern
cities with connecting service via Kansas City. Midwest Express provides
passengers with jet service to Kansas City and Air Midwest provides passengers
with connecting service from Kansas City to 15 Midwestern cities.

         Integration of Astral Operations

         Midwest Express coordinates Astral's routes and schedules to complement
Midwest Express service by providing 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,
Astral 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, 2000, Astral offered
flights in 30 markets. In late 1999, four Fairchild Dornier 328JETs



                                       4
<PAGE>

joined Astral's fleet of 15 Beech 1900D turboprop aircraft; a fifth Fairchild
Dornier 328JET joined the Astral fleet in January 2000 and a sixth 328JET
entered scheduled service in January 2001. 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, Travel+Leisure and the Zagat Airline
Survey have recognized Midwest Express as the best airline in the United States.

         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 or champagne, as well as such
intangibles as the accommodating attitude of Midwest Express employees. Although
Astral 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). The pitch between seats is 33 to 34 inches
compared to standard coach pitch which averages about 31 inches. 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 than 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 Astral
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.



                                       5
<PAGE>

         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 Astral'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

         During 2000 Midwest Express sold approximately 75% of its tickets
through travel agents. The Company maintains its own reservations center at its
headquarters in Milwaukee and a second call center in Kansas City. Like many
travel agencies, the Company's reservation centers provide airline information,
make reservations and sell tickets for Midwest Express and Astral flights
through a computer reservation system ("CRS"). The Company has a contract to use
the SABRE CRS until third quarter 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 ticket. Effective October 19, 1999, the Company implemented a new
commission rate structure that reduced base commissions from 8% to 5%, in
addition to the cap on travel agent commissions. This commission structure is
similar to that of most other airlines. The Company realized more revenue in
2000 than in previous years from direct sales via the Company's reservation
centers, 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,
Astral or other participating airlines (including Swissair, Frontier, Virgin
Atlantic, Sabena and Northwest) and by using the services of participating
hotels (including Hilton, Hyatt, Loews, Radisson, Swissotel, Baymont 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 Astral
(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. In addition to the Frequent Flyer Program, the Company also
offers the Frequent Flyer Plus program that provides 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 the
Frequent Flyer Program 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").



                                       6
<PAGE>

The program allows Midwest Express to offer a co-branded credit card to its
Frequent Flyer Program members to induce them to become frequent flyers. The
Company generates income by selling Frequent Flyer Program miles to Elan, which
in turn awards the miles to cardholders for purchases made with their credit
cards.

         Effective January 1, 2000, the Company adopted Staff Accounting
Bulletin 101, "Revenue Recognition in Financial Statements" ("SAB 101"), issued
by the Securities and Exchange Commission in December 1999. SAB 101 provides
guidance on the application of generally accepted accounting principles to
revenue recognition in financial statements. Prior to the issuance of SAB 101,
the Company recognized all revenue from Frequent Flyer miles sold to partners,
net of the incremental cost of providing future air travel, when the mileage was
sold, which was consistent with most major airlines. Beginning January 1, 2000,
as a result of adopting SAB 101, the Company changed its method used to account
for the sale of Frequent Flyer Program mileage credits to participating partners
such as credit card companies, hotels and car rental agencies. Under the new
accounting method, a portion of the revenue from the sale of Frequent Flyer
Program mileage credits is deferred and recognized when transportation is
provided to the passenger. The Company believes the new method appropriately
matches revenues with the period in which services are provided.

         As of year-end 2000 and 1999, the Company had approximately 1,308,000
and 1,183,000 members enrolled in its Frequent Flyer Program, respectively. The
Company estimates that as of December 31, 2000 and 1999, the total available
awards under the Frequent Flyer Program were 143,000 and 116,000, respectively,
after eliminating those accounts below the minimum award level. Free travel
awards redeemed were approximately 61,000 and 46,000 during 2000 and 1999,
respectively. Free travel awards accounted for approximately 6% of the Company's
total revenue passenger miles during 2000. 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 Astral,
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.

         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.



                                       7
<PAGE>

         Codesharing Agreements

         In 2000, 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, Dallas/Ft.
Worth and Boston. American Eagle then provides passengers with connecting
service from Los Angeles to seven cities in California, from Dallas/Ft. Worth to
28 cities in the southern and south central United States, and from Boston to 15
cities in the northeast. Both the Midwest Express and American Eagle segments
are designated in computer reservation systems with the Midwest Express airline
code.

         Effective March 2001, Midwest Express entered into a five-year
codeshare agreement with Air Midwest, Inc., a wholly owned subsidiary of Mesa
Air Group, to provide passengers connecting service between Kansas City and 15
Midwestern cities. At the expiration of the initial term, the agreement is
automatically renewed for additional six month terms. Either party can cancel
the agreement upon 180 days notice under the agreement. Midwest Express provides
passengers with jet service to Kansas City and Air Midwest provides passengers
with connecting service from Kansas City to 15 Midwestern cities. Both the
Midwest Express and Air Midwest segments are designated in the computer
reservation systems with the Midwest Express airline code.

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 their hub airports for transfer to many destinations, including
those served by Midwest Express and Astral. Some competitors offer flights from
cities served by Midwest Express to more than one of their hub airports,
permitting them to compete in the Company's 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 Astral also compete against ground
transportation.

         The Company has the largest market share of passengers at Milwaukee. In
2000, the Company carried 34.3% of the passengers boarded in Milwaukee, while
Northwest Airlines, which has the second



                                       8
<PAGE>

largest share, carried 21.7%. In 2000, Midwest Express carried 6.4% of the
passengers boarded in Omaha, compared with 20.3% carried by United Airlines and
16.7% by Southwest Airlines, the carriers with the two largest market shares in
Omaha. In 2000, Midwest Express carried 2.7% of the passengers boarded in Kansas
City, compared with 29.6% carried by Southwest Airlines and 11.0% by Delta, the
carriers with the two largest market shares in Kansas City.

         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 alternatives to air travel.

Employees

         As of December 31, 2000, Midwest Express had 3,185 employees (560 of
whom were part-time and 72 of whom were intermittents) and Astral had 601
employees (156 of whom were part-time). The categories of employees were as
indicated in the following table:


                                         Employees as of December 31, 2000
                                    --------------------------------------------
                                          Midwest
   Employee Categories                    Express                    Astral
   -------------------                    -------                    ------
   Flight Operations                         444                       199
   Inflight                                  506                        25
   Passenger Services                        942                       233
   Maintenance                               597                        74
   Reservations and Marketing                437                         -
   Accounting and Finance                    113                         6
   Administrative                            146                        64
                                         -------                  --------
   Total                                   3,185                       601
                                          ======                   =======


         The Company makes extensive use of part-time employees to increase
operational flexibility. Given the size of Midwest Express' and Astral'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 programs, 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 April 1999, Midwest Express' flight attendants elected the
Association of Flight Attendants ("AFA"), AFL-CIO, a labor union, for
representation in collective bargaining. Negotiations began in January 2000. In
September 2000, AFA requested assistance from the National Mediation Board. The
Company and AFA continue in mediated negotiations.



                                       9
<PAGE>

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, computer reservation system, and other consumer
protection matters such as on-time performance, denied boarding and baggage
liability. It is also 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 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") 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 action over the years to reduce aircraft noise. These actions have
included regulations requiring aircraft to meet prescribed decibel limits,
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


                                       10
<PAGE>

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. The FAA monitors maintenance efforts with FAA
representatives typically on site.

         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 slots 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 20% and 14% in 2000 and 1999, 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, in an attempt to reduce its exposure to jet fuel
price fluctuations. As of December 31, 2000, the Company has not hedged fuel
purchases in the first quarter 2001 or beyond. The $10 one-way fuel service
charge implemented in February 2000 and increased to $20 in September 2000
offset some of the impact of higher fuel prices in 2000.



                                       11
<PAGE>

Item 2. Properties

Fleet Equipment

         As of December 31, 2000, Midwest Express' fleet in service consisted of
34 McDonnell Douglas jet aircraft, including eight DC-9 series 10 aircraft, 16
DC-9 series 30 aircraft, two MD-88 aircraft, five 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            7               1                  8
                                 -               -                  -
Total                           21              13                 34

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

         The MD-82 lease and the two MD-88 aircraft leases expire in 2011. As of
March 20, 2001, ten DC-9-30 operating leases expire as follows: three in 2004,
four in 2006, one in 2007 and two in 2008. During 2000, Midwest Express placed
into service two MD-80 series aircraft the Company agreed to purchase in 1997
from Japan Air Systems. The Company financed the acquisition and refurbishment
of these two aircraft with internal cash flows.

         In November 1999, the Company signed a purchase agreement to acquire
four MD-80 series aircraft operated by Scandinavian Airlines System. Delivery of
the aircraft began in July 2000 and will continue through November 2001. As of
March 20, 2001, after refurbishment and modification, two aircraft are expected
to enter scheduled service in 2001 and two in 2002. The Company expects that
this project - including aircraft acquisition, refurbishment, modification and
support equipment - will cost approximately $50 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.

         Astral 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, Astral 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.

         In 1999, Astral acquired five 32-passenger Fairchild Dornier 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 fifth was placed in service in
January 2000. A sixth Fairchild Dornier 328JET aircraft was acquired in December
2000 and placed in service in January 2001. Two additional 328JETs will be
acquired, one in March 2001 and the other in May 2001.


                                       12
<PAGE>

         The Company expected to acquire the Fairchild Dornier 428JET, which was
designed to be a 44-passenger derivative of the 328JET. Fairchild Dornier
canceled its 428JET program in the third quarter 2000. The Company is currently
evaluating alternatives for its regional jet program in light of this
cancellation, including disposal of the existing fleet of Fairchild Dornier
328JETs and acquisition of a different regional jet product. In December 2000,
the Company filed a Demand for Arbitration with the American Arbitration
Association. The respondent is Fairchild Dornier. The Company alleges Fairchild
Dornier breached the aircraft purchase agreement by deciding not to produce the
428JET.

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, with an option for the Company
to extend the lease for 11 successive renewal terms of five years each.

         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, 2000, $2.9 million of long-term
debt remained. In July 2000, the Company opened a new 55,000-square-foot
training facility as an addition to its Oak Creek, Wisconsin headquarters. The
Company funded this $6.9 million project with cash flow from operations.

         In Omaha, Midwest Express has exclusive rights to two gates. In 14 of
the other 29 cities Midwest Express served as of December 31, 2000, gates at the
airport were leased directly from the airport authority. In 15 cities, Midwest
Express subleased gates from other carriers.

         Astral has secured long-term leases of facilities at General Mitchell
International Airport. Astral 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. Astral also owns a headquarters building,
which is located off airport grounds. Astral currently operates from four gates
at General Mitchell International Airport in Milwaukee: one gate is leased
directly from Milwaukee County and the other three are subleased from Midwest
Express.



                                       13
<PAGE>

Item 3. Legal Proceedings

         In December 2000, Astral filed a Demand for Arbitration with the
American Arbitration Association. The respondent in this arbitration is Dornier
Luftfahrt GmbH, now known as Fairchild Dornier. Astral alleges that Fairchild
Dornier breached an aircraft purchase agreement by deciding not to produce its
428JET regional jet. Astral will purchase a total of eight Fairchild Dornier
328JETs through 2001 and was planning to acquire 428JETs under the aircraft
purchase agreement. Astral seeks damages in an amount not yet determined.

         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 2000.



                                       14
<PAGE>

         MANAGEMENT

Officers of the Registrant

         The executive officers and other officers of the Company as of March 9,
2001, together with their ages, positions and business experience, are listed
below:

        NAME              AGE                      POSITION

Timothy E. Hoeksema       54       Chairman of the Board, President, Chief
                                    Executive Officer and Director

Robert S. Bahlman         42       Senior Vice President, Chief Financial
                                    Officer and Controller

David C. Reeve            55       Senior Vice President-Operations

Carol N. Skornicka        59       Senior Vice President-Corporate Development,
                                    General Counsel and Secretary

Christopher I. Stone      50       Senior Vice President-Human Resources

William E. Brown          38       Vice President-Technical Services

Michael W. Mooney         46       Vice President-Planning and Pricing

Christopher D. White      38       Vice President-Safety and Regulatory
                                    Compliance

Dennis J. O'Reilly        45       Treasurer and Director of Investor Relations

         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. He
resigned from all positions with Kimberly-Clark in 1995.

         Robert S. Bahlman has served as the Senior Vice President, Chief
Financial Officer and Controller since 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.

         David C. Reeve has served as Senior Vice President of Operations of
Midwest Express since 1998. He served as President of Astral from 1997-2000 and
has served as Chairman of the Board at Astral since 1999. Before joining the
Company, Mr. Reeve was Director of Flight Operations for DHL Airways from
1991-97.



                                       15
<PAGE>

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

         Christopher I. Stone was appointed Senior Vice President of Human
Resources in 2000. Before joining the Company, he served Hewitt Associates as
Senior Consultant from 1994-2000.

         William E. Brown has served as Vice President of Technical Services
since 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.

         Michael W. Mooney has served as Vice President of Planning and Pricing
since 1999. Mr. Mooney served as Director of Planning and Pricing from 1993-99.

         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.

         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.

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 the inside back cover of the Company's 2000 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 2000 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 2000 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



                                       16
<PAGE>

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 2000,
aircraft fuel and oil and associated taxes (including the effect of any hedging)
represented 19.8% of the Company's total operating expenses. Based on the
Company's fiscal 2000 fuel consumption estimate of 115 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 $1.2 million. The Company
has not hedged fuel purchases in the first quarter 2001 or beyond.

         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 2001 than they did during 2000,
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 2000 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 21,
respectively, of the definitive Proxy Statement for the Annual Meeting of
Shareholders to be held on April 25, 2001, 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 13
of the definitive Proxy Statement for the Annual Meeting of Shareholders to be
held on April 25, 2001.


                                       17
<PAGE>

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 25, 2001.

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,
2000 and 1999 and for each of the three years in the period ended December 31,
2000, together with the report thereon of Deloitte & Touche LLP, dated January
26, 2001, appear on pages 25 through 36 of the Company's 2000 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 fourth quarter
2000.

(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 26, 2001                            By  /s/ TIMOTHY E. HOEKSEMA
------------------------                      ----------------------------------
                                              Timothy E. Hoeksema
                                              Chairman of the Board, President
                                              and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this Report
has been signed below by the following persons on behalf of the registrant and
in the capacities indicated on March 26, 2001.

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

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

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

                                        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, 2000 and 1999, and for each of the three years
in the period ended December 31, 2000, and have issued our report thereon dated
January 26, 2001; which report includes an explanatory paragraph as to the
change on its methods of accounting for major airframe maintenance as well as
frequent flyer revenue in 2000; such consolidated financial statements and
report are included in your 2000 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 consolidated 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 26, 2001


                                       20
<PAGE>

<TABLE>
Schedule II
<CAPTION>

                                       MIDWEST EXPRESS HOLDINGS, INC.
                                     VALUATION AND QUALIFYING ACCOUNTS

                                              Balance at        Additions
                                             Beginning of       Charged to     Deductions from   Balance at End
                                                 Year            Expense           Reserve           of Year
                                            ---------------- ----------------- ----------------- ----------------
<S>                                             <C>               <C>             <C>                <C>
Allowance for doubtful accounts:
         Year ended December 31, 2000           $166,000          $127,000        $ (67,000)         $226,000
         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
</TABLE>

                                       21
<PAGE>

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

                   FOR THE FISCAL YEAR ENDED DECEMBER 31, 2000

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)     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)).
(4.3)     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)).
(4.4)     First Amendment to Credit Agreement dated May 30, 1996, amending the
          Credit Agreement dated September 27, 1995, 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.
(4.5)     Second Amendment to Credit Agreement, dated 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 22, 2001, subject to shareholder approval at the 2001
          Annual Meeting of Shareholders (incorporated by reference to Appendix
          B to the Company's Proxy Statement for the Annual meeting of
          shareholders dated March 21, 2001 (File No. 1-13934)).


                                       23
<PAGE>

(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 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)).
(10.21)   Fifteenth Amendment to Airline Lease, as amended between Milwaukee
          County and Midwest Express, dated February 16, 2000 (incorporated by
          reference to Exhibit 10 to the Company's Quarterly Report on Form 10-Q
          for the quarter ended March 31, 2000 (file no. 1-13934)).
(10.22)   Seventeenth Amendment to Airline Lease, as amended between Milwaukee
          County and Midwest Express, dated June 29, 2000 (incorporated by
          reference to Exhibit 10 to the Company's Quarterly Report on Form 10-Q
          for the quarter ended September 30, 2000 (file no. 1-13934)).
(10.23)   Sixteenth Amendment to Airline Lease, as amended between Milwaukee
          County and Midwest Express, dated January 1, 2001.
(13)      The 2000 Annual Report to Shareholders (to the extent incorporated by
          reference herein).
(18)      Letter from Deloitte & Touche LLP concerning preferable accounting
          practice, dated May 10, 2000.
(21)      List of the Company Subsidiaries.
(23)      Consent of Deloitte & Touche LLP, Independent Auditors.


-----------------------
     * 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.








                                       24