| **UNITED STATES**                      |
|----------------------------------------|
| **SECURITIES AND EXCHANGE COMMISSION** |
| WASHINGTON, D.C. 20549                 |

**Form 10-Q**

| **[X]**                  |                                                           | **Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934**  |
|--------------------------|-----------------------------------------------------------|----------------------------------------------------------------------------------------------|
|                          | **For the quarterly period ended March 31, 2004**         |
|                          | **or**                                                    |
| **[   ]** |                                                           | **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 1-31300**EXPRESSJET HOLDINGS, INC.***(Exact name of registrant as specified in its charter)*

| **Delaware** (*State or other jurisdiction of incorporation or organization)*               | **             ** | **76-0517977***(I.R.S. Employer Identification No.)* |
|---------------------------------------------------------------------------------------------|------------------------------------------------------------------------------------|------------------------------------------------------|
|                                                                                   |                                                                                    |                                                      |
| **1600 Smith Street, Dept. HQSCE Houston, Texas***(Address of principal executive offices)* |                                                                                    | ******77002***(Zip Code)*                            |

**713-324-2639***(Registrant's telephone number, including area code)*

**NOT APPLICABLE***(**Former name, former address and former fiscal year, if changed since last report)*

            Indicate by check mark whether registrant (1) has filed allreports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or forsuch shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirementsfor the past 90 days.

|      Yes | **   X    ** | No    |
|-----------------------------------|-------------------------------------------------|----------------------|

            Indicate by check mark whether the registrant isan accelerated filer (as defined in Rule 12b-2 of the Exchange Act).

|      Yes |     **X    ** | No    |
|-----------------------------------|-------------------------------------------------------|----------------------|

As of April 14, 2004, 54,201,543 shares of common stock were outstanding.

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**TABLE OF CONTENTS**

****

| ** **              | ** ** |                                                                                                         |              |          |
|-------------------------|------------|---------------------------------------------------------------------------------------------------------|--------------|----------|
| **PART I.**             |       | **FINANCIAL INFORMATION**                                                                               |              | **PAGE** |
| Item 1.                 |       | Financial Statements:                                                                                   |              |          |
|                    |       | Consolidated Statements of Operations (Unaudited): Three months ended March 31, 2004 and 2003           |              | 1        |
|                    |       | Consolidated Balance Sheets: March 31, 2004 (Unaudited) and December 31, 2003                           |              | 2        |
|                         |            | Consolidated Condensed Statements of Cash Flows (Unaudited): Three months ended March 31, 2004 and 2003 |              | 4        |
|                         |            | Notes to Consolidated Financial Statements (Unaudited)                                                  |              | 5        |
| Item 2.            |       | Management’s Discussion and Analysis of Financial Condition and Results of Operations             |    | 9        |
|   Item 3.          |       | Quantitative and Qualitative Disclosure About Market Risk                                               |              | 16       |
| **** Item 4.            |            | Controls and Procedures                                                                                 |              | 17       |
| **PART II. ** |       | **OTHER INFORMATION**                                                                                   |              |          |
| Item 1.                 |            | Legal Proceedings                                                                                       |              | 18       |
| Item 2.            |            | Changes in Securities, Use of Proceeds and Issuer Purchases of Equity Securities                        |              | 18       |
| Item 3.                 |            | Defaults Upon Senior Securities                                                                         |              | 18       |
| Item 4.                 |            | Submission of Matters to a Vote of Security Holders                                                     |              | 18       |
| Item 5.                 |            | Other Information                                                                                       |              | 18       |
| Item 6.                 |            | Exhibits and Reports on Form 8-K                                                                        |              | 18       |
|                         |            | Signatures                                                                                              |              | 20       |
|                    |            | Index to Exhibits                                                                                       |              | 21       |

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**PART I - FINANCIAL INFORMATION**

**Item 1.  Financial Statements.**

**EXPRESSJET HOLDINGS, INC. AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)(In thousands, except per share data)**

|                                                                                                                                                    |  |   | **Three Months Ended March 31,** |   |  |
|----------------------------------------------------------------------------------------------------------------------------------------------------|--|---|----------------------------------|---|--|
|                                                                                                                                                    |  |   |                                  |   |
|                                                                                                                                                    |  |   |                                  |   |  |
|                                                                                                                                                    |  |   | **2004**                         |   |  |  | **2003** |  |  |
|                                                                                                                                                    |  |   |                                  |   |  |
| Operating Revenue................................................                                                                                  |  | $ | 364,034                          |   |  | $ | 306,562 |  |  |
|                                                                                                                                               |  |   |                                  |   |  |  |  |  |  |
| Operating Expenses:                                                                                                                                |  |   |                                  |   |  |  |  |  |  |
|      Wages, salaries and related costs.....................                                                               |  |   | 79,189                           |   |  |  | 66,492 |  |  |
|      Aircraft rentals.................................................                                                    |  |   | 67,611                           |   |  |  | 57,449 |  |  |
|      Aircraft fuel and related taxes............................                                                          |  |   | 43,152                           |   |  |  | 32,798 |  |  |
|      Maintenance, materials and repairs...................                                                                |  |   | 38,052                           |   |  |  | 29,912 |  |  |
|      Other rentals and landing fees...........................                                                            |  |   | 20,491                           |   |  |  | 23,534 |  |  |
|      Ground handling...............................................                                                       |  |   | 24,515                           |   |  |  | 20,206 |  |  |
|      Outside services..............................................                                                       |  |   | 10,039                           |   |  |  | 9,499 |  |  |
|      Depreciation and amortization...........................                                                             |  |   | 5,762                            |   |  |  | 4,795 |  |  |
|      Aircraft related and other insurance....................                                                             |  |   | 2,429                            |   |  |  | 1,014 |  |  |
|      Other operating expenses.................................                                                            |  |   | 24,171                           |   |  |  | 17,501 |  |  |
|                                                                                                                                               |  |   |                                  |   |  |  |  |  |  |
|                                                                                                                                               |  |   | 315,411                          |   |  |  | 263,200 |  |  |
|                                                                                                                                               |  |   |                                  |   |  |  |  |  |  |
| Operating Income..................................................                                                                                 |  |   | 48,623                           |   |  |  | 43,362 |  |  |
|                                                                                                                                               |  |   |                                  |   |  |  |  |  |  |
| Nonoperating Income (Expense):                                                                                                                     |  |   |                                  |   |  |  |  |  |  |
|      Interest expense..............................................                                                       |  |   | (3,036                           | ) |  |  | (2,220 | ) |  |
|      Interest income................................................                                                      |  |   | 643                              |   |  |  | 459 |  |  |
|      Capitalized interest..........................................                                                       |  |   | 119                              |   |  |  | 245 |  |  |
|      Other, net........................................................                                                   |  |   | 123                              |   |  |  | (1 | ) |  |
|                                                                                                                                               |  |   |                                  |   |  |  |  |  |  |
|                                                                                                                                                    |  |   | (2,151                           | ) |  |  | (1,517 | ) |  |
|                                                                                                                                                    |  |   |                                  |   |  |  |  |  |  |
| Income before Income Taxes and Dividends.............                                                                                              |  |   | 46,472                           |   |  |  | 41,845 |  |  |
| Income Tax Expense.............................................                                                                                    |  |   | 17,752                           |   |  |  | 16,093 |  |  |
|                                                                                                                                               |  |   |                                  |   |  |  |  |  |  |
| Income before Dividends........................................                                                                                    |  |   | 28,720                           |   |  |  | 25,752 |  |  |
|                                                                                                                                               |  |   |                                  |   |  |  |  |  |  |
| Dividends on Mandatorily Redeemable Preferred Stock      of Subsidiary................................................... |  |   | —                          |   |  |  | (175 | ) |  |
|                                                                                                                                               |  |   |                                  |   |  |  |  |  |  |
| Net Income Applicable to Common Stockholders.....                                                                                                  |  | $ | 28,720                           |   |  | $ | 25,577 |  |  |
|                                                                                                                                               |  |   |                                  |   |  |  |  |  |  |
| Basic Earnings per Common Share........................                                                                                            |  | $ | 0.53                             |   |  | $ | 0.40 |  |  |
|                                                                                                                                               |  |   |                                  |   |  |  |  |  |  |
| Diluted Earnings per Common Share......................                                                                                            |  | $ | 0.53                             |   |  | $ | 0.40 |  |  |
|                                                                                                                                               |  |   |                                  |   |  |  |  |  |  |
| Shares Used in Computing Basic Earnings per      Common Share................................................             |  |   | 54,197                           |   |  |  | 64,000 |  |  |
| Shares Used in Computing Diluted Earnings per      Common Share................................................           |  |   | 54,245                           |   |  |  | 64,000 |  |  |

The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.

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**EXPRESSJET HOLDINGS, INC.**** AND SUBSIDIARIESCONSOLIDATED BALANCE SHEETS(In thousands)**

| **ASSETS**                                                                                                 |  |   | **March 31,** |   |   | **December 31,** |   |
|------------------------------------------------------------------------------------------------------------|--|---|---------------|---|---|------------------|---|
|                                                                                                            |  |   | **2004**      |   |   | **2003**         |   |
|                                                                                                            |  |   |               |   |
|                                                                                                            |  |   | (Unaudited)   |   |   |                  |   |
| Current Assets:                                                                                            |  |   |               |   |   |                  |   |
|      Cash and cash equivalents.........................                           |  | $ | 217,252       |   | $ | 189,892          |   |
|      Restricted cash.........................................                     |  |   | 3,200         |   |   | 3,200            |   |
|      Accounts receivable, net............................                         |  |   | 4,295         |   |   | 4,510            |   |
|      Spare parts and supplies, net.....................                           |  |   | 26,453        |   |   | 25,538           |   |
|      Prepayments and other..............................                          |  |   | 10,455        |   |   | 10,400           |   |
|                                                                                                            |  |   |               |   |   |                  |   |
|         Total Current Assets...............................        |  |   | 261,655       |   |   | 233,540          |   |
|                                                                                                            |  |   |               |   |   |                  |   |
| Property and Equipment:                                                                                    |  |   |               |   |   |                  |   |
|      Owned property and equipment:                                                |  |   |               |   |   |                  |   |
|         Flight equipment.....................................      |  |   | 194,364       |   |   | 193,523          |   |
|         Other..................................................... |  |   | 104,078       |   |   | 101,828          |   |
|                                                                                                       |  |   |               |   |   |                  |   |
|                                                                                                            |  |   | 298,442       |   |   | 295,351          |   |
|         Less:  Accumulated depreciation.............     |  |   | (63,235       | ) |   | (59,001          | ) |
|                                                                                                            |  |   |               |   |   |                  |   |
|                                                                                                            |  |   | 235,207       |   |   | 236,350          |   |
|                                                                                                            |  |   |               |   |   |                  |   |
|      Capital Leases:                                                              |  |   |               |   |   |                  |   |
|         Flight equipment.....................................      |  |   | 10,643        |   |   | 10,643           |   |
|         Other..................................................... |  |   | 4,375         |   |   | 4,375            |   |
|                                                                                                            |  |   |               |   |   |                  |   |
|                                                                                                            |  |   | 15,018        |   |   | 15,018           |   |
|         Less:  Accumulated amortization.............     |  |   | (4,480        | ) |   | (4,216           | ) |
|                                                                                                            |  |   |               |   |   |                  |   |
|                                                                                                            |  |   | 10,538        |   |   | 10,802           |   |
|                                                                                                            |  |   |               |   |   |                  |   |
|         Total Property and Equipment..................             |  |   | 245,745       |   |   | 247,152          |   |
|                                                                                                            |  |   |               |   |   |                  |   |
| Reorganization Value In Excess of Amounts                                                                  |  |   |               |   |   |                  |   |
|      Allocable to Identifiable Assets, net.............                           |  |   | 12,789        |   |   | 12,789           |   |
| Airport Operating Rights, net...........................                                                   |  |   | 4,380         |   |   | 4,443            |   |
| Note Receivable.............................................                                               |  |   | 5,000         |   |   | 5,000            |   |
| Debt Issuance Cost, net                                                                                    |  |   | 4,050         |   |   | 4,159            |   |
| Other Assets, net...........................................                                               |  |   | 2,887         |   |   | 3,088            |   |
|                                                                                                       |  |   |               |   |   |                  |   |
|         Total Assets..........................................     |  | $ | 536,506       |   | $ | 510,171          |   |
|                                                                                                       |  |   |               |   |   |                  |   |

(continued on next page)

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**EXPRESSJET HOLDINGS, INC.**** AND SUBSIDIARIESCONSOLIDATED BALANCE SHEETS(In thousands, except for share data)**

| **LIABILITIES AND**                                                                                                                                                                                                                                                                   |  |   | **March 31,** |   |        |   | **December 31,** |   |
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--|---|---------------|---|--------|---|------------------|---|
| **STOCKHOLDERS' EQUITY (DEFICIT)**                                                                                                                                                                                                                                                    |  |   | **2004**      |   |        |   | **2003**         |   |
|                                                                                                                                                                                                                                                                                       |  |   |               |   |        |   |                  |   |
|                                                                                                                                                                                                                                                                                       |  |   | (Unaudited)   |   |        |   |                  |   |
| Current Liabilities:                                                                                                                                                                                                                                                                  |  |   |               |   |   |   |                  |   |
|      Current maturities of long-term debt .........................                                                                                                                                                                                          |  | $ | 865           |   |        | $ | 865              |   |
|      Current maturities of note payable to         Continental Airlines, Inc. ......................................                                                                                                 |  |   | 94,289        |   |        |   | 67,112           |   |
|      Current maturities of capital lease obligations............                                                                                                                                                                                             |  |   | 1,445         |   |        |   | 1,795            |   |
|      Accounts payable...................................................                                                                                                                                                                                     |  |   | 2,393         |   |        |   | 4,678            |   |
|      Accrued payroll and related costs............................                                                                                                                                                                                           |  |   | 51,638        |   |        |   | 40,128           |   |
|      Amounts due to Continental Airlines, Inc., net...........                                                                                                                                                                                               |  |   | 6,976         |   |        |   | 5,588            |   |
|      Deferred income taxes............................................                                                                                                                                                                                       |  |   | 12,234        |   |        |   | 30,433           |   |
|      Accrued other liabilities...........................................                                                                                                                                                                                    |  |   | 48,966        |   |        |   | 68,213           |   |
|                                                                                                                                                                                                                                                                                       |  |   |               |   |        |   |                  |   |
|         Total Current Liabilities.........................................                                                                                                                                                                    |  |   | 218,806       |   |        |   | 218,812          |   |
|                                                                                                                                                                                                                                                                                       |  |   |               |   |        |   |                  |   |
|                                                                                                                                                                                                                                                                                       |  |   |               |   |        |   |                  |   |
| Long-term Debt ...........................................................                                                                                                                                                                                                            |  |   | 20,999        |   |        |   | 21,164           |   |
|                                                                                                                                                                                                                                                                                       |  |   |               |   |        |   |                  |   |
| Note Payable to Continental Airlines, Inc.......................                                                                                                                                                                                                                      |  |   | 98,883        |   |        |   | 126,060          |   |
|                                                                                                                                                                                                                                                                                       |  |   |               |   |        |   |                  |   |
| 4.25% Senior Convertible Notes due 2023......................                                                                                                                                                                                                                         |  |   | 137,200       |   |        |   | 137,200          |   |
|                                                                                                                                                                                                                                                                                       |  |   |               |   |        |   |                  |   |
| Capital Lease Obligations.............................................                                                                                                                                                                                                                |  |   | 2,382         |   |        |   | 2,599            |   |
|                                                                                                                                                                                                                                                                                       |  |   |               |   |        |   |                  |   |
| Deferred Income Taxes.................................................                                                                                                                                                                                                                |  |   | 24,595        |   |        |   | 1,777            |   |
|                                                                                                                                                                                                                                                                                       |  |   |               |   |        |   |                  |   |
| Other Long-term Liabilities............................................                                                                                                                                                                                                               |  |   | 14,740        |   |        |   | 12,846           |   |
|                                                                                                                                                                                                                                                                                       |  |   |               |   |        |   |                  |   |
| Stockholders’ Equity (Deficit):                                                                                                                                                                                                                                                 |  |   |               |   |        |   |                  |   |
|      Preferred stock - $.01 par, 10,000,000 shares         authorized, one share issued and outstanding........                                                                                                      |  |   | —       |   |        |   | —          |   |
|      Common stock - $.01 par, 200,000,000 shares         authorized, 54,201,543 and 54,164,875 shares         issued and outstanding........................................ |  |   | 542           |   |        |   | 542              |   |
|      Additional paid-in capital..........................................                                                                                                                                                                                    |  |   | 160,309       |   |        |   | 159,841          |   |
|      Accumulated deficit................................................                                                                                                                                                                                     |  |   | (141,950      | ) |        |   | (170,670         | ) |
|                                                                                                                                                                                                                                                                                       |  |   |               |   |        |   |                  |   |
|         Total Stockholders’ Equity (Deficit)........................                                                                                                                                                                    |  |   | 18,901        |   |        |   | (10,287          | ) |
|                                                                                                                                                                                                                                                                                       |  |   |               |   |        |   |                  |   |
|         Total Liabilities and Stockholders’ Equity            (Deficit)............................................................                                              |  | $ | 536,506       |   |        | $ | 510,171          |   |
|                                                                                                                                                                                                                                                                                  |  |   |               |   |        |   |                  |   |

The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.

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**EXPRESSJET HOLDINGS, INC. ****AND SUBSIDIARIESCONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)(In thousands)**

|                                                                                                                                                                                                                       |  |   | **Three Months Ended March 31,** |   |                  |
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--|---|----------------------------------|---|------------------|
|                                                                                                                                                                                                                       |  |   | ****                             |   |                  |
|                                                                                                                                                                                                                       |  |   | **2004**                         |   | **  ** |  | **2003** |  |  |
|                                                                                                                                                                                                                       |  |   | ****                             |   |                  |
|                                                                                                                                                                                                                       |  |   |                                  |   |                  |  |  |  |  |
| Net Cash Flows from Operating Activities....................................                                                                                                                                          |  | $ | 31,910                           |   |                  | $ | 63,603 |  |  |
|                                                                                                                                                                                                                  |  |   |                                  |   |                  |  |  |  |  |
| Cash Flows from Investing Activities:                                                                                                                                                                                 |  |   |                                  |   |                  |  |  |  |  |
|      Capital expenditures............................................................                                                                                                        |  |   | (4,503                           | ) |                  |  | (13,754 | ) |  |
|      Proceeds from the transfer of flight equipment to         Continental Airlines, Inc.....................................................        |  |   | 27                               |   |                  |  | 326 |  |  |
|      Proceeds from disposition of equipment.................................                                                                                                                 |  |   | 190                              |   |                  |  | 17 |  |  |
|                                                                                                                                                                                                                       |  |   |                                  |   |                  |  |  |  |  |
|         Net cash used in investing activities...................................                                                                                              |  |   | (4,286                           | ) |                  |  | (13,411 | ) |  |
|                                                                                                                                                                                                                       |  |   |                                  |   |                  |  |  |  |  |
| Cash Flows from Financing Activities:                                                                                                                                                                                 |  |   |                                  |   |                  |  |  |  |  |
|      Payments on note payable to Continental Airlines, Inc............                                                                                                                       |  |   | —                          |   |                  |  | (26,000 | ) |  |
|      Payments on long-term debt and capital lease obligations.......                                                                                                                         |  |   | (732                             | ) |                  |  | (529 | ) |  |
|      Proceeds from issuance of common stock related to         2003 Employee Stock Purchase Plan.................................                    |  |   | 468                              |   |                  |  | — |  |  |
|      Dividends paid on mandatorily redeemable preferred         stock............................................................................... |  |   | —                          |   |                  |  | (175 | ) |  |
|                                                                                                                                                                                                                  |  |   |                                  |   |                  |  |  |  |  |
|         Net cash used in financing activities...................................                                                                                              |  |   | (264                             | ) |                  |  | (26,704 | ) |  |
|                                                                                                                                                                                                                  |  |   |                                  |   |                  |  |  |  |  |
| Net Increase in Cash and Cash Equivalents................................                                                                                                                                             |  |   | 27,360                           |   |                  |  | 23,488 |  |  |
|                                                                                                                                                                                                                       |  |   |                                  |   |                  |  |  |  |  |
| Cash and Cash Equivalents – Beginning of Period.......................                                                                                                                                          |  |   | 189,892                          |   |                  |  | 120,930 |  |  |
|                                                                                                                                                                                                                       |  |   |                                  |   |                  |  |  |  |  |
| Cash and Cash Equivalents – End of Period................................                                                                                                                                       |  | $ | 217,252                          |   |                  | $ | 144,418 |  |  |
|                                                                                                                                                                                                                  |  |   |                                  |   |                  |  |  |  |  |
| Supplemental Cash Flow Information:                                                                                                                                                                                   |  |   |                                  |   |                  |  |  |  |  |
|      Interest paid........................................................................                                                                                                   |  | $ | 4,513                            |   |                  | $ | 2,220 |  |  |
|      Income taxes paid...............................................................                                                                                                        |  | $ | 21,688                           |   |                  | $ | 29 |  |  |
|                                                                                                                                                                                                                       |  |   |                                  |   |                  |  |  |  |  |

The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.

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**EXPRESSJET HOLDINGS, INC.****AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)**

            We are a regional U.S. air carrier engaged in the business oftransporting passengers, cargo and mail.  Our principal asset is all of the issued and outstanding shares of capital stock ofXJT Holdings, Inc., the sole owner of the issued and outstanding shares of common stock of ExpressJet Airlines, Inc., whichoperates as Continental Express (together, "ExpressJet", "we", "us" and "our").  We are economically dependent uponContinental Airlines, Inc. (“Continental”) for our operations and cash flows as all of our flying is currentlyperformed on behalf of Continental pursuant to a capacity purchase agreement, and substantially all of our revenue is receivedunder this agreement.  In addition, this capacity purchase agreement covers all of our existing fleet and our regional jetscurrently subject to firm aircraft orders. 

            We have prepared the unaudited quarterly consolidatedfinancial statements included herein pursuant to the rules and regulations of the Securities and Exchange Commission.  Somerequired information and footnote disclosures normally included in financial statements prepared in accordance with accountingprinciples generally accepted in the United States have been condensed or omitted pursuant to these rules and regulations.  Inour opinion, the accompanying unaudited consolidated financial statements contain all adjustments necessary to present fairly ourfinancial position, the results of our operations and our cash flows for the periods indicated.  These adjustments are of anormal, recurring nature.  All intercompany transactions have been eliminated in consolidation.  The accompanyingconsolidated financial statements should be read in conjunction with the consolidated financial statements and the notes theretocontained in our annual report on Form 10-K for the year ended December 31, 2003.  The results of operations for the periodspresented are not necessarily indicative of the results to be expected for the full year ending December 31, 2004.

            Certain reclassifications have been made in the priorperiod’s financial statements to conform to the current year presentation.

**Note 1 *–* Earnings Per Share**

            The following table sets forth the computation of basic anddiluted earnings per share for the three months ended March 31, 2004 and 2003:

|                                                                                                                                                                                          |        |   | **Three Months Ended March 31,** |
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|---|----------------------------------|
|                                                                                                                                                                                          |        |   |
|                                                                                                                                                                                          |        |   | ****                             |
| (In thousands)                                                                                                                                                                           |        |   | **2004**                         |  |  | **2003** |
|                                                                                                                                                                                          |        |   | ****                             |  |  | **** |
| Numerator for basic earnings per share – net income......................                                                                                                          |   | $ | 28,720                           |   | $ | 25,577 |
|                                                                                                                                                                                          |        |   |                                  |  |  |  |
| Denominator for basic earnings per share – weighted average     shares....................................................................................     |        |   | 54,197                           |  |  | 64,000 |
| Employee stock options...............................................................                                                                                                    |        |   | 48                               |  |  | — |
|                                                                                                                                                                                          |        |   |                                  |  |  |  |
| Denominator for diluted earnings per share – adjusted and assumed     conversions............................................................................. |        |   | 54,245                           |  |  | 64,000 |
|                                                                                                                                                                                          |        |   |                                  |  |  |  |

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            Options to purchase 997,000 and 989,000 shares of our commonstock were not included in the computation of diluted earnings per share for the three months ended March 31, 2004 and 2003,respectively.  These options' exercise prices were greater than the average market price of the common shares for therespective periods.  We also excluded approximately 7.5 million shares of potential common stock equivalents related to oursenior convertible notes from our computation of diluted earnings per share for the three months ended March 31, 2004, as theseshares are not currently convertible under the terms of the notes.

**Note 2 *–* Stock Plans and Awards**

           We account for our stock-based compensation arrangements using theintrinsic value method in accordance with the provisions of Accounting Principles Board Opinion No. 25 - "Accounting for StockIssued to Employees" ("APB 25"), and related interpretations.  Under APB 25, if the exercise price of our employee stockoptions equals the market price of the underlying stock on the date of grant, no compensation expense is recognized.  Sinceour stock options have all been granted with exercise prices at market price on the date of grant, no compensation expense has beenrecognized under APB 25. 

           The following table illustrates the effect on net income andearnings per share assuming the compensation costs for our stock option and purchase plans had been determined using the fair valuemethod at the grant dates, amortized on a pro rata basis over the vesting period as required under Statement of FinancialAccounting Standard No. 123 – “Accounting for Stock-Based Compensation” for the three months ended March 31, 2004and 2003 (in thousands, except for per share data):

|                                                                                                                                                                                                                                                |   | **Three Months Ended March 31,** |   |
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|---|----------------------------------|---|
|                                                                                                                                                                                                                                                |   |                                  |
|                                                                                                                                                                                                                                                |   |                                  |   |
|                                                                                                                                                                                                                                                |   | **2004**                         |   |  | **2003** |  |
|                                                                                                                                                                                                                                                |   |                                  |   |  |  |  |
| Net income as reported................................................                                                                                                                                                                         | $ | 28,720                           |   | $ | 25,577 |  |
| Deduct:  Total stock-based employee compensation      expense determined under fair value based method      for all awards, net................................................... |   | (612                             | ) |  | (558 | ) |
|                                                                                                                                                                                                                                                |   |                                  |   |  |  |  |
| Pro forma....................................................................                                                                                                                                                                  | $ | 28,108                           |   | $ | 25,019 |  |
|                                                                                                                                                                                                                                                |   |                                  |   |  |  |  |
|                                                                                                                                                                                                                                                |   |                                  |   |  |  |  |
| Basic earnings per share                                                                                                                                                                                                                       |   |                                  |   |  |  |  |
|      As reported ...........................................................                                                                                                                                          | $ | 0.53                             |   | $ | 0.40 |  |
|      Pro forma...............................................................                                                                                                                                         | $ | 0.52                             |   | $ | 0.39 |  |
| Diluted earnings per share                                                                                                                                                                                                                     |   |                                  |   |  |  |  |
|      As reported ...........................................................                                                                                                                                          | $ | 0.53                             |   | $ | 0.40 |  |
|      Pro forma...............................................................                                                                                                                                         | $ | 0.52                             |   | $ | 0.39 |  |

            The pro forma effect on net income per share is notrepresentative of the pro forma effects in future periods.

            On May 7, 2003, our stockholders approved the ExpressJetHoldings, Inc. 2003 Employee Stock Purchase Plan (“ESPP”), which authorized the sale of up to one million shares of ourcommon stock in accordance with the ESPP.  Under the plan, all of our employees are eligible to purchase shares of our commonstock at 85% of the lower of the fair market value on the first or last day of the semi-annual purchase period.  Our firstpurchase period began on July 1, 2003.  Employees may sell shares obtained under the ESPP six months after the end of the planperiod in which the shares were purchased.  In January 2004, 36,668 authorized shares of our common stock were issued to ouremployees pursuant to the ESPP at $12.75 per share.

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****

**Note 3 – Note Payable to Continental Airlines, Inc.**

            As of March 31, 2004, our note payable to Continental,including current maturities, was $193.2 million.  Our note payable to Continental accrues interest based on the three-monthLIBOR plus 1.25% per annum, subject to a cap of 5.4% in 2003 and 6.7% in 2004.  There is no interest rate cap after2004.  The quarterly payment on our note payable to Continental for principal and interest is $27.9 million, to be paidthrough the earlier of March 31, 2007 or until the principal balance and any accrued unpaid interest are paid in full.  During2003, we made discretionary principal prepayments of $83.3 million.  For the three months ended March 31, 2004, nodiscretionary prepayments were made. Our quarterly payment on March 31, 2004, net of prepayments made in prior periods, was $1.2million, and related purely to interest.  Our note payable to Continental is an unsecured general obligation and issubordinated in right of payment to all of our future senior indebtedness.

****

**Note 4 – Income Taxes**

            At December 31, 2003, we had federal net operating losscarryforwards of approximately $60.7 million, which expire between 2004 and 2020.

            In conjunction with our initial public offering(“IPO”) in April 2002, the tax basis of our tangible and intangible assets was adjusted to fair value.  Thisadjustment to tax basis should result in additional tax deductions being available to us through 2017. In accordance with our taxagreement with Continental, to the extent we generate taxable income sufficient to realize the additional tax deductions, we willbe required to pay Continental a percentage of the amount of tax savings actually realized, excluding the effect of any losscarrybacks. We will be required to pay Continental 100% of the first third of the anticipated tax benefit, 90% of the second third,and 80% of the last third. However, if the tax benefits are not realized by the end of 2018, we will be obligated to payContinental 100% of any benefit realized after that date. Since these future payments are solely dependent on our ability togenerate sufficient taxable income to realize these deferred tax assets, they are recorded as an obligation to Continental withinthe deferred tax asset accounts, and the portion we may retain in the future is offset by a valuation allowance.  At the IPO,the valuation allowance and the obligation to Continental offset the step-up in basis of assets in our long-term deferred tax assetaccount.  The net payments we made to Continental during the three months ended March 31, 2004 under the tax agreement wereapproximately $13.1 million.  There were no net payments to Continental under the tax agreement during the three months endedMarch 31, 2003.

            Our tax agreement with Continental provides that Continentalwill reimburse us for any net increase in our cash tax payments resulting from any decreased availability of net operating losscarryovers related to the basis increase at the time our payment occurs.  The resulting receivable and/or payable withContinental related to the impact on net operating losses resulting from the basis increase is recorded within the deferred taxasset account since its performance is dependent on our ability to generate taxable income.

            We believe that our IPO created a change in ownershiplimitation on the utilization of our federal carryforward tax attributes, primarily net operating losses.  This limitation,under Section 382 of the Internal Revenue Code, will limit our utilization of these attributes to offset up to approximately$43.3 million of post-change taxable income per year.  This limitation did not have any impact on our financial conditionfor the three months ended March 31, 2004 or 2003.

            Our tax agreement with Continental increases our exposure toContinental’s financial health.  If it is determined that any of the tax benefits related to the basis increase shouldnot have been available at the time of utilization and, as a result, we are required to pay additional taxes and/or penalties, thenwe could be adversely affected if Continental were insolvent, bankrupt, or otherwise unable to pay us under its indemnification forthese amounts.

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**Note 5 – Commitments and Contingencies**

***Purchase Commitments***

******

            As shown in the following table, our aircraft fleet consistedof 229 regional jets at March 31, 2004.  Our aircraft purchase orders and options as of March 31, 2004 are also shownbelow.

| **Type**                                          |        | **Total Aircraft** |              | **Leased** |              | **Firm Orders** |              | **Options** |              | **Seats in Standard Configuration** |
|---------------------------------------------------|--------|--------------------|--------------|------------|--------------|-----------------|--------------|-------------|--------------|-------------------------------------|
|                                                   |        |                    |    |            |    |                 |    |             |    |                                     |
| Regional Jets:                                    |   |                    |              |            |              |                 |              |             |              |                                     |
|   ERJ-145XR.............                |        | 59                 |              | 59         |              | 45              |              | 100         |              | 50                                  |
|   ERJ-145.................              |        | 140                |              | 140        |              | —         |              | —     |              | 50                                  |
|   ERJ-135.................              |        | 30                 |              | 30         |              | —         |              | —     |              | 37                                  |
|                                                   |        |                    |              |            |              |                 |              |             |              |                                     |
|     Total.................... |        | 229                |              | 229        |              | 45              |              | 100         |              |                                     |
|                                                   |        |                    |              |            |              |                 |              |             |              |                                     |

            We anticipate taking delivery of 21 Empresa Brasileira deAeronautica S.A. (“Embraer”) regional jet aircraft in 2004 (five of which were delivered during the three months endedMarch 31, 2004) and the remainder of our 45 firm orders through the second quarter of 2006. 

            As of March 31, 2004, the estimated aggregate cost of ourfirm commitments for Embraer regional jets was approximately $0.9 billion, which relates to delivery of aircraft through2006.  In addition, we expect to purchase up to four spare engines for approximately $11.0 million related to the 45 remainingaircraft on firm order.  These spare engines are deliverable through December 2005.  We also have options to purchase anadditional 100 Embraer regional jets.  During the first quarter of 2004, we amended the exercise period of these optionaircraft from 2005 through 2008 to 2006 through 2009.  We will not have any obligation to take any of the aircraft under firmcommitments if they are not financed by a third party and leased to either Continental or us.  Furthermore, we currently donot have any financing in place for the four spare engines and would have no obligation to acquire the spare engines if for anyreason the firm order aircraft were not delivered to us. 

***General Guarantees and Indemnifications***

            During the three months ended March 31,2004, we recorded $2.0 million in other operating expenses relating to a claim by Continental for indemnification under ourcapacity purchase agreement.  The claim relates to the post-retirement storage of certain turboprop aircraft engines.  Webelieve that our current estimate will be sufficient to resolve Continental’s claim.

            Additionally, we are party to many contracts, in which it iscommon for us toagree to indemnify third parties for tort liabilities that arise out of or relate to the subject matter of thecontract.  In some cases, this indemnity extends to related liabilities arising from the negligence of the indemnifiedparties, but usually excludes any liabilities caused by gross negligence or willful misconduct.  We cannot estimate thepotential amount of future payments under these indemnities until events arise that would trigger a liability under theindemnities.  However, we expect that we would be covered by insurance for a material portion of these liabilities, subject todeductibles, policy terms and conditions.

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**Note 6 – Stockholders’ Equity (Deficit)**

            During 2003, the proceeds, net of initial purchasers’fees, from our senior convertible notes offering of $133.8 million were used to repurchase 9,835,125 shares of our common stockowned by Continental.  The common stock repurchased was recorded as a reduction to the par value of the shares being retired,and retained earnings were reduced by the difference between the cost of the shares and their par value.  As a result of thisretirement of our common stock, we recorded a $133.8 million reduction to our retained earnings and our common stock outstandingwas reduced from 64,000,000 shares to 54,164,875 shares as of December 31, 2003. As of March 31, 2004, we have 54,201,543 shares ofcommon stock outstanding.

**Item 2.  Management's Discussion and Analysis of Financial Condition and Results ofOperations.**

            The following discussion contains forward-looking statements.Statements including words such as “believes”, “intends”, “plans”, “anticipates”,“estimates”, “projects”, “expects” or similar expressions represent forward-looking statementsthat are based on management’s expectations in light of facts known by management on the date this report was filed with theSEC. Specifically, statements regarding our future results of operations, operating costs, business prospects, growth and capitalexpenditures, including plans with respect to our fleet, are forward-looking statements. These statements reflect our plans andassumptions about future events and are subject to uncertainties, many of which are outside our control. Important factors thatcould cause actual results to differ materially from the expectations expressed or implied in the forward-looking statementsinclude known and unknown risks. Some of the known risks that could significantly impact our revenues, operating results, andcapacity include, but are not limited to: our dependence on our capacity purchase agreement with Continental; our dependence onContinental’s financial and operational strength; our high leverage; labor costs and relations, including the results ofunion contract negotiations; flight disruptions as a result of operational matters; our ability to implement our growth strategy;certain tax matters; the costs and other effects of enhanced security measures and other possible Federal Aviation Administration(“FAA”) requirements; competition and industry conditions; and the seasonal nature of the airline business. For furtherdiscussions of these risks, please see the “Risk Factors” section in our annual report on Form 10-K for the year endedDecember 31, 2003. The statements in this report are made as of April 16, 2004, and the events described in the forward-lookingstatements might not occur or might occur to a materially different extent than described in this report. We undertake no duty toupdate or revise any of our forward-looking statements, whether as a result of new information, future events or otherwise.

            Our website address is www.expressjet.com.  All of ourfilings with the SEC are available free of charge through our website as soon as reasonably practicable after we file them with, orfurnish them to, the SEC.

**OVERVIEW**

****

***Current***

******

**           ** During the three months ended March 31, 2004, weaccepted five new ERJ-145XR aircraft.  These 50-seat regional jets are capable of flights of 1,500 miles.  With thesedeliveries, our current fleet consists of 59 ERJ-145XR, 140 ERJ-145 and 30 ERJ-135 aircraft.  Our regional jets’operational capabilities have continued to allow Continental to extend services from its major hubs to more distant and smallercommunities, thus contributing to its and our growth options.  Our block hours increased 31.0% during the three months endedMarch 31, 2004, as compared to the same period in 2003.

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            As of March 31, 2004, we had $220.5 million in cash,including $3.2 million in restricted cash, and our cash flows from operations were sufficient to cover our capital resource andliquidity requirements.  See discussion below in “— Liquidity and Capital Commitments”.

            We have extended our administrative services agreement withContinental until May 2004, at which time the agreement will either be extended further or a mutually acceptable transition planwill be implemented.  As expenses related to our administrative service agreement are fully-reconciled costs, any change insuch expenses will affect our pre-tax income relating to such expenses by approximately 10%.

            As of March 31, 2004, Continental owned 30.9% of ouroutstanding common stock and the sole outstanding share of our special voting preferred stock. Pursuant to its rights, Continentalhas elected three directors to our board of directors, and thus can influence many of our corporate decisions.

***Outlook***

****

**           ** We are dependent on Continental’s financial andoperational strength, as we currently receive substantially all of our revenue from Continental under our capacity purchaseagreement.  Although the domestic economy is showing signs of recovery, the financial outlook for the U.S. airline industryhas taken a turn for the worse this year due to continuously high fuel prices and fierce competition from low-cost carriers. In addition, increases in unrest in Iraq and other hostilities involving the U.S. and lower profitability from business trafficcontinue to weaken the industry.  All these factors could cause Continental to further downsize its operations and furtherreduce expenses, including its level of commitment or utilization of our aircraft under the capacity purchase agreement. Currently, Continental can provide, at any time, 12-months notice of its intention to reduce the number of our regional jetscovered by the agreement.  Under this provision, Continental is entitled to decline capacity with respect to any regional jetssubject to our firm orders that Embraer has not yet delivered to us and up to 25%, over any rolling three-year period, of ourregional jets that have been delivered under an agreed methodology.  If Continental reduced its commitment and its utilizationof our aircraft under the capacity purchase agreement, our results of operations and financial condition could be adverselyaffected.  While we have no reason to believe that Continental will reduce its commitment or capacity under the capacitypurchase agreement, there can be no assurance that such circumstances will not occur in the future.

            Additionally, although a significant portion of our costs,including those relating to fuel, aircraft rent, majority of our regional jet engine maintenance, passenger related facility rent,administrative fees from Continental and ground handling expenses, are reimbursed by Continental at actual cost plus a 10% marginunder the capacity purchase agreement, certain other costs such as labor and related fringe benefit costs, other maintenance andgeneral and administrative costs provide risk exposure to us.  We are currently engaged in labor negotiations with our pilots,mechanics and dispatchers and cannot, at this time, predict the outcome of these negotiations.

            During the second half of 2004, we will begin to renegotiatewith Continental our fixed rates under the capacity purchase agreement, which will become effective on January 1, 2005.  We currently anticipate that our contract rate resetting process will be uneventful; however, if Continental and we cannot reach anagreement on the new rates, any disagreement will be submitted to a third party for arbitration.

            For more detailed discussion of the above factors, please seethe “Overview” section of “Management’s Discussion and Analysis of Financial Conditions and Results ofOperations” in our 2003 Form 10-K. 

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**RESULTS OF OPERATIONS**

            The following discussion provides an analysis of our resultsof operations and reasons for material changes therein for the three months ended March 31, 2004 as compared to the correspondingperiod ended March 31, 2003.

***Comparison of Three Months Ended March 31, 2004 to Three Months Ended March 31, 2003***

            The following table sets forth information regarding ouroperating expense components.  Individual operating expense components are expressed as a percentage of our total operatingrevenues and as cents per available seat mile (“ASM”).

|                                                               |                | **Three Months Ended March 31,** |
|---------------------------------------------------------------|----------------|----------------------------------|
|                                                               |                | ****                             |
|                                                               |                | **2004**                         |  |  | **2003** |
|                                                               |                | ****                             |  |  | **** |
|                                                               |                | **Amount**                       |  | **Percent of Revenue** |  | **Cents per ASM** |  |  | **Amount** |  | **Percent of Revenue** |  | **Cents per ASM** |
|                                                               |                | ****                             |  | **** |  | **** |  |  | **** |  | **** |  | **** |
|                                                               | (In thousands) |                                  |  |  |  | (In thousands) |  |  |  |
|                                                               |                |                                  |  |  |  |  |  |  |  |  |  |  |  |
| Wages, salaries and related costs..................           | $              | 79,189                           |   | 21.8 | % | 3.30 |   | $ | 66,492 |   | 21.7 | % | 3.76 |
| Aircraft rentals...............                               |                | 67,611                           |  | 18.6 | % | 2.82 |  |  | 57,449 |  | 18.7 | % | 3.25 |
| Aircraft fuel and related taxes............................   |                | 43,152                           |  | 11.8 | % | 1.80 |  |  | 32,798 |  | 10.7 | % | 1.86 |
| Maintenance, materials and repairs....................        |                | 38,052                           |  | 10.5 | % | 1.59 |  |  | 29,912 |  | 9.8 | % | 1.69 |
| Other rentals and landing fee................................ |                | 20,491                           |  | 5.6 | % | 0.85 |  |  | 23,534 |  | 7.7 | % | 1.33 |
| Ground handling.............                                  |                | 24,515                           |  | 6.7 | % | 1.02 |  |  | 20,206 |  | 6.6 | % | 1.14 |
| Outside services............                                  |                | 10,039                           |  | 2.8 | % | 0.42 |  |  | 9,499 |  | 3.1 | % | 0.54 |
| Depreciation and amortization...................              |                | 5,762                            |  | 1.6 | % | 0.24 |  |  | 4,795 |  | 1.6 | % | 0.27 |
| Aircraft related and other insurance......................    |                | 2,429                            |  | 0.7 | % | 0.10 |  |  | 1,014 |  | 0.3 | % | 0.06 |
| Other operating expenses....................................  |                | 24,171                           |  | 6.5 | % | 1.00 |  |  | 17,501 |  | 5.7 | % | 0.99 |
|                                                               |                |                                  |  |  |  |  |  |  |  |  |  |  |  |
|                                                               | $              | 315,411                          |  | 86.6 | % | 13.14 |  | $ | 263,200 |   | 85.9 | % | 14.89 |
|                                                               |                |                                  |  |  |  |  |  |  |  |  |  |  |  |

            Although most of the individual expense components haveincreased during the three months ended March 31, 2004, as compared to the same period in 2003, the table above demonstratesincreased efficiencies in our operations based on cents per ASM.  We have grown by 35.8%, as measured by ASMs, while our costshave not increased ratably as we continue to provide Continental cost-effective services and to remain competitive compared toother regional air carriers.

***General***

            We currently receive nearly all of our revenue fromContinental under our capacity purchase agreement, pursuant to which Continental purchases all of our capacity and pays us perscheduled block hour together with certain incentive payments and reimbursements.  Our 13.4% operating margin during the firstquarter included the benefits of productivity savings related to labor and $3.5 million in performance incentive payments derivedfrom the capacity purchase agreement.  The performance incentive payments were made to us primarily due to our highcontrollable completion factor (excluding weather and air traffic control cancellations) of 99.8% for the first quarter 2004 ascompared to our historical benchmark controllable completion factor of 98.6%.

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            Under the capacity purchase agreement, a substantial portionof our costs are reconciled for differences between our actual costs and the estimated costs included in our billable block hourrates to allow us to operate within a defined operating margin range of 8.5% to 11.5%.  During the first quarter, our actualcosts were lower than the estimates used in the block hour rates; thus, our operating margin under the capacity purchase agreementbefore reconciliation payments exceeded 11.5%.  The favorable results were primarily due to savings in maintenance, materialand repairs, passenger servicing costs and other operating expenses.  Consequently, during the three months ended March 31,2004 and 2003 we made reconciliation payments to Continental totaling $12.2 million and $4.6 million, respectively.

***Operating Expenses***

            As we have grown, so has our work force.  This, combinedwith higher wage rates under some of our collective bargaining agreements, increased our wages, salaries and related costs by $8.4million during the three months ended March 31, 2004 as compared to the same period in 2003.  In addition, we incurredapproximately $4.2 million higher employee benefit costs during the first quarter of 2004 as compared to the same period in 2003primarily due to rising healthcare costs.

            We are currently engaged in labor negotiationswith the following workgroups:

| · |    | our pilots, who are represented by the Air Line Pilots Association, International, in connection with a collective bargainingagreement that became amendable in October 2002;                                                                   |
|----------|--------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| · |              | our mechanics, who are represented by the International Brotherhood of Teamsters, in connection with a collective bargainingagreement that became amendable in February 2004; and                                                               |
| · |              | our dispatchers, who are represented by the Transport Workers Union of America, in connection with a collective bargainingagreement that will become amendable in July 2004.  Negotiations relating to this agreement began in April 2004. |

            As the contracts become amendable, we accrue for any expectedincrease in cost related to these contracts; however, the actual outcome could differ from these estimates.

            The increase in aircraft fuel expense and related taxesduring the three months ended March 31, 2004 as compared to the same period in 2003was due to a 31.5% increase in fuel consumptionas a result of higher block hours flown.  Under the capacity purchase agreement and the related fuel purchase agreement withContinental, we incur a fuel price and fuel tax equal to the lower of the actual cost of fuel and fuel tax or the agreed-uponcaps.  Our caps on fuel and fuel tax are 66.0 cents and 5.2 cents per gallon, respectively, for both 2004 and 2003. Until the termination of the fuel purchase agreement, our future fuel expense related to all aircraft covered under the capacitypurchase agreement will be the lower of the actual cost of fuel and fuel tax or 71.2 cents per gallon.** 

            Approximately $7.1 million increase in maintenance, materialsand repairs during the three months ended March 31, 2004, as compared to the same period in 2003, was due to a 31.3% increase inflight hours and a 10.3% increase in rate per flight hour related to our power-by-the-hour contracts.  The rate per flighthour increase is mainly attributed to a higher number of power-by-the-hour contracts in place as of March 31, 2004, as compared toMarch 31, 2003.  The remaining change in maintenance, materials and repairs was due to an increase in general maintenanceexpense to support the continuing growth of our fleet.

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            The decrease in other rentals and landing fees during thethree months ended March 31, 2004 as compared to the same period in 2003 was primarily due to a $6.4 million decrease in ourterminal facility rents as a result of the amendment to our master facility and ground handling agreement in November 2003. See “Item 1.  Business. Capacity Purchase and Other Agreements with Continental” in our 2003 10-K for a moredetailed discussion of the impact of this amendment.  The decrease was partially offset by a $2.7 million increase in landingfees as a result of a 20.3% increase in landing weights and a 6.0% increase in rates per landing weight at various airportfacilities.

            The increase in other operating expenses is primarily due toa$2.0 million expense relating to a claim by Continental for indemnification under our capacity purchase agreement.  See“— General Guarantees and Indemnifications” below.

***Nonoperating Expenses***

            Our interest expense is primarily related to our loanagreement with Export Development Canada (“EDC”), our Series A Preferred Stock, our note payable to Continental and our4.25% senior convertible notes.  The increase in interest expense during the three months ended March 31, 2004 as compared tothe same period in 2003 was primarily due to our interest expense related to our senior convertible notes of $1.5 million. This increase was partially offset by a decrease in interest expense related to our note payable to Continental as the balancedecreased from $325.5 million at the beginning of the first quarter in 2003 to $193.2 million at the beginning of first quarter in2004. 

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***Certain Statistical Information***

An analysis of certain statistical information for the periods indicated is as follows:

|                                                                                   |  | **Three Months Ended March 31,** |                             |  |             |
|-----------------------------------------------------------------------------------|--|----------------------------------|-----------------------------|--|-------------|
|                                                                                   |  |                                  | **Increase/****(Decrease)** |
|                                                                                   |  | **2004**                         | **2003**                    |  |
|                                                                                   |  |                                  |
|                                                                                   |  |                                  |                        |  |             |  |  |  |
| Revenue passenger miles (millions) (1).................................           |  | 1,542                            |                             |  | 1,078       |   | 43.0 | % |
| Available seat miles (millions) (2).........................................      |  | 2,400                            |                             |  | 1,767       |  | 35.8 | % |
| Passenger load factor (3)....................................................     |  | 64.3%                            |                             |  | 61.0%       |  | 3.3 | pts |
| Block hours (thousands) (4)................................................       |  | 169                              |                             |  | 129         |  | 31.0 | % |
| Departures....................................................................... |  | 95,301                           |                             |  | 79,648      |  | 19.7 | % |
| Operating cost per available seat mile (cents)......................              |  | 13.14                            |                             |  | 14.89       |  | (11.8 | %) |
| Operating cost per block hour (dollars)................................           |  | 1,865                            |                             |  | 2,043       |  | (8.7 | %) |
| Average fuel cost per available seat mile (cents) (5)                             |  | 1.80                             |                             |  | 1.86        |  | (3.2 | %) |
| Average price per gallon of fuel (cents) (5) ............................         |  | 71.20                            |                             |  | 71.20       |  | — |  |
| Fuel gallons consumed (millions)........................................          |  | 60.6                             |                             |  | 46.1        |  | 31.5 | % |
| Average length of aircraft flight (miles).................................        |  | 516                              |                             |  | 458         |  | 12.7 | % |
| Actual aircraft in fleet at end of period.................................        |  | 229                              |                             |  | 200         |  | 14.5 | % |
| Average daily utilization of each aircraft (6)...........................         |  | 8 hrs 14 min                     |                             |  | 7 hr 23 min |  | 11.5 | % |
| Controllable completion factor (7).........................................       |  | 99.8%                            |                             |  | 99.8%       |  | — |  |
| Completion factor..............................................................   |  | 98.6%                            |                             |  | 97.4%       |  | 1.2 | pts |

| (1) |    | Revenue passenger miles is the number of scheduled miles flown by revenue passengers.                                                                                                                                                                                                                     |
|-----|--------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (2) |              | Available seat miles is the number of seats available for passengers multiplied by the number of scheduled miles those seats areflown.                                                                                                                                                                    |
| (3) |              | Passenger load factor is revenue passenger miles divided by available seat miles.                                                                                                                                                                                                                         |
| (4) |              | Block hours are the hours from gate departure to gate arrival.                                                                                                                                                                                                                                            |
| (5) |              | Fuel cost used in the calculations includes cost of fuel and related fuel tax.  We incur fuel expense andfuel tax equal to the lower of the actual cost or an agreed-upon cap of 66.0 cents per gallon and 5.2 cents per gallon,respectively, based on our fuel purchase agreement with Continental. |
| (6) |              | Average daily utilization of each aircraft is the average number of block hours per day that an aircraft in revenue service isoperated (from gate departure to gate arrival).                                                                                                                             |
| (7) |              | Controllable completion factor is the actual number of completed flights, excluding flights cancelled due to weather and airtraffic control, divided by the number of scheduled flights.                                                                                                                  |

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******

***Future Costs***

            We remain committed to controlling our costs throughcontinually identifying and executing cost saving initiatives; however, we believe that our costs may still be adversely affectedin the future by:

| · |     | changes in wages, salaries and related fringe benefit costs.  We are currently engaged in labor negotiations with ourpilots, mechanics and dispatchers.  Our collective bargaining agreements with our flight attendants will also be amendable inDecember 2004.  At this time we cannot predict the outcome of these negotiations.  Additionally, we believe that ourfringe benefit costs may change due to rising health care costs; |
|----------|--------------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| · |                    | changes in the costs of materials and outside services;                                                                                                                                                                                                                                                                                                                                                                                                    |
| · |                    | changes in governmental regulations, insurance and taxes affecting air transportation and the costs charged for airport access,including new security requirements;                                                                                                                                                                                                                                                                                        |
| · |                    | any material changes in the underlying assumptions related to the cost of providing services to Continental under the capacitypurchase agreement; and                                                                                                                                                                                                                                                                                                      |
| · |     | higher aircraft ownership costs as new aircraft are delivered, to the extent these aircraft are not covered by the capacitypurchase agreement, or if Continental were to declare bankruptcy or otherwise default under the current financing arrangements.                                                                                                                                                                                                 |

**LIQUIDITY AND CAPITAL COMMITMENTS**

***Sources and Uses of Cash***

            Our primary source of liquidity is cash flow provided fromour operations.  For the three months ended March 31, 2004, our operations provided $31.9 million in cash flow.  Thiscompares with $63.6 million for the same period in 2003.  As of March 31, 2004, we also have $3.2 million of restricted cash,which is used as collateral for our workers’ compensation coverage.  Although our operations, as measured by availableseat miles (ASM), have grown over 35.8%, our costs have not increased ratably as a result of our continuing efforts to reduce costsand to operate as efficiently as possible.  We endeavor to provide cost-effective services to Continental and to remaincompetitive compared to other regional air carriers.  However, we cannot ensure that our future costs will not increasesignificantly due to factors beyond our control. 

            During the three months ended March 31, 2004, we spent $4.5million on flight and ground equipment.  For the remainder of the year, we expect capital expenditures for fleet (primarilyrelating to spare parts and engines) and non-fleet (primarily relating to software application and automation projects, facilityimprovements, maintenance and ground equipment) to be approximately $35.7 million, in order to support our planned fleet deliveriesand the increase in our flight schedules under our capacity purchase agreement with Continental.

            We expect to fund our future capital commitments throughinternally generated funds together with general financings and aircraft financing transactions.  However, there can be noassurance that sufficient financing will be available for all aircraft and other capital expenditures not covered by firm financingcommitments.

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***Purchase Commitments***

            As of March 31, 2004, we had firm commitments to acquire 45Embraer regional jets.  The estimated aggregate cost of these firm commitments is approximately $0.9 billion.  Inaddition, we expect to purchase up to four spare engines for approximately $11.0 million related to the remaining aircraft on firmorder.  These spare engines are deliverable through December 2005.  We currently do not have any financing in place forthese spare engines.  We also have options to purchase an additional 100 Embraer regional jets.  During the first quarterof 2004, we amended the exercise period of these option aircraft from 2005 through 2008 to 2006 through 2009.  We will nothave any obligation to take any of the aircraft under firm commitments if they are not financed by a third party and leased toeither Continental or us.  Furthermore, we currently do not have any financing in place for the four spare engines and wouldhave no obligation to acquire the spare engines if for any reason the firm order aircraft were not delivered to us.

***Aircraft Leases***

            We have significant lease and sublease obligations foraircraft that are classified as operating leases, which are not reflected as assets and liabilities on our balance sheet. These leases expire between 2013 and 2020.  As of March 31, 2004, our expected total minimum annual rental payments for 2004under current and future non-cancelable aircraft operating leases are approximately $281.1 million.  A substantial portion ofour aircraft is leased directly by Continental from third parties, and is in turn subleased to us.  Any default by Continentalunder the current lease arrangements may adversely affect our access to our current and future aircraft through Embraer. 

***General Guarantees and Indemnifications***

            During the three months ended March 31, 2004, we recorded$2.0 million in other operating expenses relating to a claim by Continental for indemnification under our capacity purchaseagreement.  The claim relates to the post-retirement storage of certain turboprop aircraft engines.  We believe that ourcurrent estimate will be sufficient to resolve Continental’s claim.

******

            Additionally, we are party to many contracts, in which it iscommon for us to agree to indemnify third parties for tort liabilities that arise out of or relate to the subject matter of thecontract.  In some cases, this indemnity extends to related liabilities arising from the negligence of the indemnifiedparties, but usually excludes any liabilities caused by gross negligence or willful misconduct.  We cannot estimate thepotential amount of future payments under these indemnities until events arise that would trigger a liability under theindemnities.  However, we expect that we would be covered by insurance for a material portion of these liabilities, subject todeductibles, policy terms and conditions.

******

**Item 3.  Quantitative and Qualitative Disclosure About Market Risk.**

            We have been and are subject to market risks, includingcommodity price risk (such as, to a limited extent, aircraft fuel prices) and interest rate risk.  See the Notes toConsolidated Financial Statements included in our annual report on Form 10-K for the year ended December 31, 2003 for a descriptionof our accounting policies and other information related to these financial instruments.

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***Aircraft Fuel***

            Effective January 1, 2001, we entered into the capacitypurchase agreement, which expires December 31, 2010 (subject to extensions by Continental through 2030 and its right to terminatethe agreement without cause after January 1, 2007 upon 12 months’ notice or for cause at any time), and a related fuelpurchase agreement with Continental, which terminates when the capacity purchase agreement terminates.  Under theseagreements, Continental provides all of our aircraft fuel needs for the aircraft covered by the capacity purchase agreement, and weincur fuel expense and fuel tax equal to the lower of the actual cost or agreed-upon caps of 66.0 cents and 5.2 cents per gallon,respectively.  For the three months ended March 31, 2004 and 2003, our cost of fuel was 71.2 cents per gallon, including fueltax.  Under the capacity purchase agreement, we recover our fuel expense from Continental plus a 10% margin.

***Interest Rates***

            As of March 31, 2004, we had firm commitments to acquire 45Embraer regional jets, which we expect to lease from Continental.  Changes in interest rates may impact the actual cost to usfor the related leasing transactions in the future.  However, under our capacity purchase agreement, our block hour rates willbe adjusted higher or lower to reflect any changes in our aircraft rental rates.  We also have potential interest rateexposure with respect to our loan agreement with EDC, which bears interest at the six-month LIBOR plus 1.75% per annum, and ournote payable to Continental, which bears interest at the three-month LIBOR plus 1.25% per annum capped at 5.4% in 2003 and 6.7% in2004.  Beyond 2004, there is no cap on the interest rate.  The interest rates applicable to these variable rate notes mayrise, increasing our interest expense.  The impact of market risk is estimated using a hypothetical increase in interest ratesup to the capped rate or by one percentage point for our variable rate long-term debt.  Based on this hypothetical assumption,we would have incurred an additional $0.5 million and $0.8 million in interest expense for the three months ended March 31, 2004and 2003.  We do not hold long-term interest-sensitive assets and therefore the value of our assets is not subject to interestrate fluctuations.  We do not purchase or hold any derivative financial instruments to protect against the effects of changesin interest rates.

            As of March 31, 2004, we estimated the fair value of our$137.2 million (carrying value) fixed-rate debt to be $131.4 million based upon quoted market prices.  The impact of marketrisk is estimated as the potential increase in fair value resulting from a hypothetical 100 basis points decrease in interestrates.  Based on this hypothetical assumption, the fair value of our fixed-rate debt would have been approximately $134.4million as of March 31, 2004.

            If the average short-term interest rates for the quarterended March 31, 2005 decreased by 100 basis points over the average rates for the quarter ended March 31, 2004, our projectedinterest income from cash, cash equivalents and short-term investments would decrease by approximately $0.6 ****million duringthe quarter ended March 31, 2005, compared to an estimated $0.5 million decrease during the quarter ended March 31, 2004 measuredat March 31, 2003.

****

**Item 4.  Controls and Procedures**

*           * (a) *Evaluation of disclosure controls andprocedures*.  Based on their evaluation of our disclosure controls and procedures as of the end of the period covered bythis report, the Chief Executive Officer and Chief Financial Officer of ExpressJet Holdings, Inc. have concluded that thedisclosure controls and procedures are effective.

            (b) *Changes in internal control over financialreporting*.  There were no changes in our internal control over financial reporting that occurred during our most recentfiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financialreporting.

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**PART II - OTHER INFORMATION**

****

**Item 1.        Legal Proceedings.**

****

                   None.

****

**Item 2.        Changes in Securities, Use of Proceeds andIssuer Purchases of Equity Securities.**

****

**                  ** None.

****

**Item 3.        Defaults Upon Senior Securities.**

                   None.

**Item 4.        Submission of Matters to a Vote of SecurityHolders.**

                    None.

**Item 5.        Other Information.**

                   None.

**Item 6.        Exhibits and Reports on Form 8-K. **

| Exhibits |           |                                                                                                                                                                                                         |
|----------|-----------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 10.1     |      | Amendment No. 4 to Letter of Agreement No. GPJ-004/96 between Empresa Brasileira de Aeronautica S.A. and ExpressJet Airlines, Inc.dated as of January 12, 2004.  (1) (2)                           |
| 10.2     |           | Amendment No. 30 to Purchase Agreement No. GPJ-003/96 (“P.A. 3/96”) between Empresa Brasileira de Aeronautica S.A. andExpressJet Airlines, Inc. dated as of January 12, 2004.  (1) (2) |
| 10.3     |           | Amendment No. 31 to P.A. 3/96 dated as of March 16, 2004.  (1) (2)                                                                                                                                 |
| 10.4     |           | Second Amendment to the Administrative Support and Information Services Provisioning Agreement among the Company, Continental andExpressJet Airlines, Inc. dated March 5, 2004.  (2)               |
| 31.1     |           | Rule 13a-14(a)/15d-14(a) Certificationby Chief Executive Officer. (2)                                                                                                                              |
| 31.2     |           | Rule 13a-14(a)/ 15d-14(a) Certification by Chief Financial Officer.  (2)                                                                                                                           |
| 32.1     |           | Section 1350 Certificationby Chief Executive Officer. (3)                                                                                                                                          |
| 32.2     |           | Section 1350 Certificationby Chief Financial Officer. (3)                                                                                                                                          |
|     |           |                                                                                                                                                                                                         |
|          | (1)  | The Company has applied to the SEC for confidential treatment for portions of this exhibit.                                                                                                             |
|          | (2)  | Filed herewith.                                                                                                                                                                                         |
|          | (3)  | Furnished herewith.                                                                                                                                                                                     |

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| (b) |    | Reports on Form 8-K: |
|-----|--------------|----------------------|
|     |              | (i)                  |  | Report dated January 2, 2004 reporting Item 5.  “Other Events”.  No financial statements were filed withthis report, which included a press release announcing the election by our Board of Directors of Richard F. Wallman to fill avacancy on the Board and a press release announcing December 2003 capacity and traffic performance. |
|     |              | (ii)                 |  | Report dated January 20, 2004 reporting Item 12.  “Results of Operations and Financial Condition”.  Nofinancial statements were filed with this report, which included a press release reporting earnings for the quarter and full yearended December 31, 2003, and certain related non-GAAP financial measure reconciliations. |
|     |              | (iii)                |  | Report dated January 20, 2004 reporting Item 9.  “Regulation FD Disclosure”.  No financial statements werefiled with this report, which included information relating to a report on Form 8-K filed by Continental Airlines, Inc. relating toits financial outlook for 2004.  The report included information regarding Continental’s estimates of our available seatmile growth and fleet additions. |
|     |              | (iv)                 |  | Report dated January 29, 2004 reporting Item 9.  “Regulation FD Disclosure”.  No financial statements werefiled with this report, which included information relating to the presentation provided at the Raymond James Growth AirlineConference. |
|     |              | (v)                  |  | Report dated February 2, 2004 reporting Item 5.  “Other Events”.  No financial statements were filed withthis report, which included a press release announcing January 2004 capacity and traffic performance. |
|     |              | (vi)                 |  | Report dated February 4, 2004 reporting Item 9. “Regulation FD Disclosure”.  No financial statements were filedwith this report, which included information relating to the presentation provided at the Goldman Sachs Annual TransportationConference. |
|     |              | (vii)                |  | Report dated March 1, 2004 reporting Item 5.  “Other Events”.  No financial statements were filed with thisreport, which included a press release announcing February 2004 capacity and traffic performance. |
|     |              | (viii)               |    | Report dated March 3, 2004 reporting Item 9.  “Regulation FD Disclosure”.  No financial statements werefiled with this report, which included information relating to a report on Form 8-K filed by Continental Airlines, Inc. relating toits financial outlook for 2004.  The report included information regarding Continental’s estimates of our available seatmile growth. |

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**SIGNATURES**

            Pursuant to the requirements of the Securities Exchange Actof 1934, ExpressJet Holdings, Inc. has duly caused this report to be signed on its behalf by the undersigned hereunto dulyauthorized.

|                                                                                                     |                              | **EXPRESSJET HOLDINGS, INC.**(Registrant)                                                                                                                                                    |
|----------------------------------------------------------------------------------------------------------|--------------------------------------------------------------------------------------------------------------------------------------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  Date:  April 16, 2004             |                         | **/s/ Frederick S.Cromer                           ** |
|                                                                       | Frederick S. Cromer Vice President and Chief Financial Officer                                                                             |
|                                                                                                |                                                                                                                                            |                                                                                                                                                                                              |
|  Date:  April 16, 2004                                                                    |                         | **/s/ PhungNgo-Burns                           **     |
|                                                                       | Phung Ngo-Burns Senior Director and Controller (Principal Accounting Officer)                                                              |

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**INDEX TO EXHIBITS****OFEXPRESSJET HOLDINGS, INC.**

****

| Exhibits |           |                                                                                                                                                                                                         |
|----------|-----------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 10.1     |      | Amendment No. 4 to Letter of Agreement No. GPJ-004/96 between Empresa Brasileira de Aeronautica S.A. and ExpressJet Airlines, Inc.dated as of January 12, 2004.  (1) (2)                           |
| 10.2     |           | Amendment No. 30 to Purchase Agreement No. GPJ-003/96 (“P.A. 3/96”) between Empresa Brasileira de Aeronautica S.A. andExpressJet Airlines, Inc. dated as of January 12, 2004.  (1) (2) |
| 10.3     |           | Amendment No. 31 to P.A. 3/96 dated as of March 16, 2004.  (1) (2)                                                                                                                                 |
| 10.4     |           | Second Amendment to the Administrative Support and Information Services Provisioning Agreement among the Company, Continental andExpressJet Airlines, Inc. dated March 5, 2004.  (2)               |
| 31.1     |           | Rule 13a-14(a)/15d-14(a) Certificationby Chief Executive Officer. (2)                                                                                                                              |
| 31.2     |           | Rule 13a-14(a)/ 15d-14(a) Certification by Chief Financial Officer.  (2)                                                                                                                           |
| 32.1     |           | Section 1350 Certificationby Chief Executive Officer. (3)                                                                                                                                          |
| 32.2     |           | Section 1350 Certificationby Chief Financial Officer. (3)                                                                                                                                          |
|     |           |                                                                                                                                                                                                         |
|          | (1)  | The Company has applied to the SEC for confidential treatment for portions of this exhibit.                                                                                                             |
|          | (2)  | Filed herewith.                                                                                                                                                                                         |
|          | (3)  | Furnished herewith.                                                                                                                                                                                     |