Exhibit 4.4

                               FIRST AMENDMENT TO
                                CREDIT AGREEMENT


       THIS FIRST AMENDMENT TO CREDIT AGREEMENT (the "First Amendment"), dated
as of May 30, 1996, amends the Credit Agreement (the "Credit Agreement") dated
as of September 27, 1995 by and among Midwest Express Holdings, Inc. (the
"Company"), Firstar Bank Milwaukee, N.A., ("Firstar"), M&I Marshall & Ilsley
Bank ("M&I"), and Bank One, Milwaukee, NA ("Bank One") (Firstar, M&I and Bank
One are sometimes referred to collectively herein as the "Banks").

       1. Definitions. Capitalized terms not otherwise defined herein shall have
the meanings assigned to them in the Credit Agreement.

       2. Amendments. The parties hereby agree to amend the Credit Agreement as
follows:

              (a) Section 5.1(d) is deleted in its entirety and the following
       inserted in its place:

              (b) Section 5.1(e) is redesignated as Section 5.1(f) and a new
       Section 5.1(e) is inserted as follows:

                     "(e) (i) indebtedness secured by purchase money liens on
              aircraft; (ii) indebtedness arising from the refinancing of
              aircraft leases (including without limitation indebtedness arising
              under that certain Lease Intended as Security dated as of May 30,
              1996 among Astral Aviation, Inc., Midwest Express Holdings, Inc.,
              Midwest Express Airlines, Inc. and Bank One (the "Lease
              Agreement")), provided that: (x) with respect to lease
              refinancings as to which Astral Aviation, Inc. is lessee, the
              principal amount of indebtedness being refinanced with respect to
              any aircraft lease does not exceed the subject aircraft's
              corresponding appraised value, all as set forth on the Schedule of
              Lease Refinancing attached to the First Amendment and (y) with
              respect to lease refinancings as to which Midwest Express Airline,
              Inc. is lessee, such refinancings do not increase the principal
              amount outstanding under such leases, and (iii) brokers' fees
              incurred in connection with the refinancings described in section
              5.1(e)(ii); and "

              (c) The period at the end of Section 5.7 is deleted, the word
       "and" is deleted immediately before "(iii)" and the following is inserted
       at the end of Section 5.7:


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                     "and (iv) pursuant to guaranties by Astral Aviation, Inc.,
              Midwest Express Holdings, Inc. and/or Midwest Express Airlines,
              Inc. executed in connection with the transactions permitted
              pursuant to sections 5.1(e)(i) and 5.1(e)(ii) hereof, provided
              that the terms of such guaranties are substantially consistent in
              substance with the terms of that certain Guarantee of Midwest
              Express Holdings, Inc. and Midwest Express Airlines, Inc. dated as
              of May 30, 1996 in favor of Bank One pursuant to the Lease
              Agreement; and (v) pursuant to those certain guaranties of Midwest
              Express Airlines, Inc. and Astral Aviation, Inc. dated as of
              September 27, 1995 in favor of Kimberly-Clark Corporation."

              (d) The period at the end of Section 9.1(o)(iii) is deleted and
       the following is inserted immediately thereafter:

                     "or sections 5.1(e)(i) and 5.1(e)(ii)."

       3. Conditions Precedent. This First Amendment shall become effective upon
the execution thereof by the Company and the Banks and delivery thereof to the
Banks.

       4. Representations and Warranties. The Company certifies that the
representations and warranties contained in the Credit Agreement are true and
correct as of the date of this First Amendment, and that no condition, event,
act or omission has occurred which, with the giving of notice or passage of
time, or both, would constitute an Event of Default under the Credit Agreement.

       5. Full Force and Effect. Except as provided herein, all of the terms and
conditions set forth in the Credit Agreement, and all additional documents
entered into in connection with the Credit Agreement, shall remain unchanged and
shall continue in full force and effect as originally set forth.

       6. Binding Effect. This First Amendment shall be binding upon the parties
hereto and their respective successors and assigns.


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       IN WITNESS WHEREOF, the parties hereto have executed this First Amendment
to Credit Agreement as of the date first set forth above.


                                           MIDWEST EXPRESS HOLDINGS, INC.


                                           By:
                                              ----------------------------------
                                           Title:
                                                 -------------------------------


                                           FIRSTAR BANK MILWAUKEE, N.A.


                                           By:
                                              ----------------------------------
                                           Title:
                                                 -------------------------------


                                           M&I MARSHALL & ILSLEY BANK


                                           By:
                                              ----------------------------------
                                           Title:
                                                 -------------------------------


                                           BANK ONE, MILWAUKEE, NA


                                           By:
                                              ----------------------------------
                                           Title:
                                                 -------------------------------


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