| **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 of1934**  |
|--------------------------|-----------------------------------------------------------|---------------------------------------------------------------------------------------------|
|                          | **For the quarterly period ended June 30, 2003**          |
|                          | **or**                                                    |
| **[   ]** |                                                           | **Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of1934** |
|                          | **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 lastreport)*

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

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

As of July 15, 2003, 64,000,000 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 and six months ended June 30, 2003 and 2002 |  | 3        |
|                    |       | Consolidated Balance Sheets: June 30, 2003 (Unaudited) and December 31, 2002                         |  | 5        |
|                         |            | Consolidated Condensed Statements of Cash Flows (Unaudited): Six months ended June 30, 2003 and 2002 |  | 7        |
|                         |            | Notes to Consolidated Financial Statements (Unaudited)                                               |  | 8        |
| Item 2.            |       | Management’s Discussion and Analysis of Financial Condition and Results of Operations          |  | 14       |
|   Item 3.          |       | Quantitative and Qualitative Disclosure About MarketRisk                                             |  | 26       |
| ****Item 4.             |            | Controls and Procedures                                                                              |  | 27       |
| **PART II. ** |       | **OTHER INFORMATION**                                                                                |  |          |
| Item 1.                 |            | Legal Proceedings                                                                                    |  | 28       |
| Item 2.                 |            | Changes in Securities and Use of Proceeds                                                            |  | 28       |
| Item 3.                 |            | Defaults Upon Senior Securities                                                                      |  | 28       |
| Item 4.                 |            | Submission of Matters to a Vote of Security Holders                                                  |  | 28       |
| Item 5.                 |            | Other Information                                                                                    |  | 28       |
| Item 6.                 |            | Exhibits and Reports on Form 8-K                                                                     |  | 28       |
|                         |            | Signatures                                                                                           |  | 30       |
|                         |            | Certifications                                                                                       |  | 31       |
|                    |            | Index to Exhibits                                                                                    |  | 33       |

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Table of Contents

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**PART I - FINANCIAL INFORMATION**

**Item 1.  Financial Statements.**

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

|                                                                                                                                                     |  |   | **Three Months Ended June 30,** |   |  |
|-----------------------------------------------------------------------------------------------------------------------------------------------------|--|---|---------------------------------|---|--|
|                                                                                                                                                     |  |   |                                 |   |
|                                                                                                                                                     |  |   |                                 |   |  |
|                                                                                                                                                     |  |   | **2003**                        |   |  |  | **2002** |  |  |
|                                                                                                                                                     |  |   |                                 |   |  |
| Operating Revenue................................................                                                                                   |  | $ | 320,303                         |   |  | $ | 269,700 |  |  |
|                                                                                                                                                |  |   |                                 |   |  |  |  |  |  |
| Operating Expenses:                                                                                                                                 |  |   |                                 |   |  |  |  |  |  |
|      Wages, salaries and related costs.....................                                                                |  |   | 68,805                          |   |  |  | 59,161 |  |  |
|      Aircraftrentals.................................................                                                      |  |   | 61,257                          |   |  |  | 48,210 |  |  |
|      Aircraftfuel......................................................                                                    |  |   | 35,150                          |   |  |  | 24,710 |  |  |
|      Maintenance, materials and repairs....................                                                                |  |   | 33,237                          |   |  |  | 24,061 |  |  |
|      Other rentals and landing fees...........................                                                             |  |   | 24,182                          |   |  |  | 20,971 |  |  |
|      Groundhandling...............................................                                                         |  |   | 22,004                          |   |  |  | 18,719 |  |  |
|      Depreciation and amortization...........................                                                              |  |   | 4,851                           |   |  |  | 7,898 |  |  |
|      Outsideservices..............................................                                                         |  |   | 6,611                           |   |  |  | 5,231 |  |  |
|      Hull and war risk related insurance.....................                                                              |  |   | 1,075                           |   |  |  | 4,829 |  |  |
|      Security fee reimbursement...............................                                                             |  |   | (3,034                          | ) |  |  | - |  |  |
|      Other operating expenses.................................                                                             |  |   | 21,094                          |   |  |  | 19,514 |  |  |
|                                                                                                                                                |  |   |                                 |   |  |  |  |  |  |
|                                                                                                                                                |  |   | 275,232                         |   |  |  | 233,304 |  |  |
|                                                                                                                                                |  |   |                                 |   |  |  |  |  |  |
| Operating Income..................................................                                                                                  |  |   | 45,071                          |   |  |  | 36,396 |  |  |
|                                                                                                                                                |  |   |                                 |   |  |  |  |  |  |
| Nonoperating Income (Expense):                                                                                                                      |  |   |                                 |   |  |  |  |  |  |
|      Interest expense,net........................................                                                          |  |   | (1,972                          | ) |  |  | (3,711 | ) |  |
|      Interestincome................................................                                                        |  |   | 579                             |   |  |  | 1,002 |  |  |
|      Capitalizedinterest...........................................                                                        |  |   | 303                             |   |  |  | 254 |  |  |
|      Other,net........................................................                                                     |  |   | (30                             | ) |  |  | (53 | ) |  |
|                                                                                                                                                |  |   |                                 |   |  |  |  |  |  |
|                                                                                                                                                     |  |   | (1,120                          | ) |  |  | (2,508 | ) |  |
|                                                                                                                                                |  |   |                                 |   |  |  |  |  |  |
| Income before Income Taxes and Dividends.............                                                                                               |  |   | 43,951                          |   |  |  | 33,888 |  |  |
| Income Tax Expense.............................................                                                                                     |  |   | 16,882                          |   |  |  | 13,292 |  |  |
|                                                                                                                                                |  |   |                                 |   |  |  |  |  |  |
| Income before Dividends........................................                                                                                     |  |   | 27,069                          |   |  |  | 20,596 |  |  |
|                                                                                                                                                |  |   |                                 |   |  |  |  |  |  |
| Dividends on Mandatorily Redeemable Preferred Stock      of Subsidiary.................................................... |  |   | (177                            | ) |  |  | (146 | ) |  |
|                                                                                                                                                |  |   |                                 |   |  |  |  |  |  |
| Net Income...........................................................                                                                               |  | $ | 26,892                          |   |  | $ | 20,450 |  |  |
|                                                                                                                                                |  |   |                                 |   |  |  |  |  |  |
| Basic and Diluted Earnings per Common Share.......                                                                                                  |  | $ | 0.42                            |   |  | $ | 0.33 |  |  |
|                                                                                                                                                |  |   |                                 |   |  |  |  |  |  |
| Shares Used in Computing Basic Earnings per      Common Share................................................              |  |   | 64,000                          |   |  |  |   62,132 |  |  |
| Shares Used in Computing Diluted      Earnings per Common Share.............................                               |  |   | 64,004                          |   |  |  | 62,132 |  |  |

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

|                                                                                                                                                     |  |   | **Six Months Ended June 30,** |   |  |
|-----------------------------------------------------------------------------------------------------------------------------------------------------|--|---|-------------------------------|---|--|
|                                                                                                                                                     |  |   |                               |   |
|                                                                                                                                                     |  |   |                               |   |  |
|                                                                                                                                                     |  |   | **2003**                      |   |  |  | **2002** |  |  |
|                                                                                                                                                     |  |   |                               |   |  |
| Operating Revenue................................................                                                                                   |  | $ | 626,865                       |   |  | $ | 534,945 |  |  |
|                                                                                                                                                |  |   |                               |   |  |  |  |  |  |
| Operating Expenses:                                                                                                                                 |  |   |                               |   |  |  |  |  |  |
|      Wages, salaries and related costs.....................                                                                |  |   | 135,297                       |   |  |  | 118,066 |  |  |
|      Aircraftrentals.................................................                                                      |  |   | 118,706                       |   |  |  | 94,973 |  |  |
|      Aircraftfuel......................................................                                                    |  |   | 65,553                        |   |  |  | 46,940 |  |  |
|      Maintenance, materials and repairs....................                                                                |  |   | 63,149                        |   |  |  | 48,514 |  |  |
|      Other rentals and landing fees...........................                                                             |  |   | 47,716                        |   |  |  | 43,473 |  |  |
|      Groundhandling...............................................                                                         |  |   | 42,210                        |   |  |  | 36,423 |  |  |
|      Depreciation and amortization...........................                                                              |  |   | 9,646                         |   |  |  | 15,812 |  |  |
|      Outsideservices..............................................                                                         |  |   | 16,110                        |   |  |  | 11,629 |  |  |
|      Hull and war risk related insurance.....................                                                              |  |   | 2,089                         |   |  |  | 9,173 |  |  |
|      Security fee reimbursement...............................                                                             |  |   | (3,034                        | ) |  |  | - |  |  |
|      Other operating expenses.................................                                                             |  |   | 40,990                        |   |  |  | 38,001 |  |  |
|                                                                                                                                                |  |   |                               |   |  |  |  |  |  |
|                                                                                                                                                |  |   | 538,432                       |   |  |  | 463,004 |  |  |
|                                                                                                                                                |  |   |                               |   |  |  |  |  |  |
| Operating Income..................................................                                                                                  |  |   | 88,433                        |   |  |  | 71,941 |  |  |
|                                                                                                                                                |  |   |                               |   |  |  |  |  |  |
| Nonoperating Income (Expense):                                                                                                                      |  |   |                               |   |  |  |  |  |  |
|      Interest expense,net........................................                                                          |  |   | (4,192                        | ) |  |  | (8,141 | ) |  |
|      Interestincome................................................                                                        |  |   | 1,038                         |   |  |  | 2,091 |  |  |
|      Capitalizedinterest...........................................                                                        |  |   | 548                           |   |  |  | 599 |  |  |
|      Other,net........................................................                                                     |  |   | (31                           | ) |  |  | 47 |  |  |
|                                                                                                                                                |  |   |                               |   |  |  |  |  |  |
|                                                                                                                                                     |  |   | (2,637                        | ) |  |  | (5,404 | ) |  |
|                                                                                                                                                |  |   |                               |   |  |  |  |  |  |
| Income before Income Taxes and Dividends.............                                                                                               |  |   | 85,796                        |   |  |  | 66,537 |  |  |
| Income Tax Expense.............................................                                                                                     |  |   | 32,975                        |   |  |  | 25,907 |  |  |
|                                                                                                                                                |  |   |                               |   |  |  |  |  |  |
| Income before Dividends........................................                                                                                     |  |   | 52,821                        |   |  |  | 40,630 |  |  |
|                                                                                                                                                |  |   |                               |   |  |  |  |  |  |
| Dividends on Mandatorily Redeemable Preferred Stock      of Subsidiary.................................................... |  |   | (352                          | ) |  |  | (146 | ) |  |
|                                                                                                                                                |  |   |                               |   |  |  |  |  |  |
| Net Income...........................................................                                                                               |  | $ | 52,469                        |   |  | $ | 40,484 |  |  |
|                                                                                                                                                |  |   |                               |   |  |  |  |  |  |
| Basic and Diluted Earnings per Common Share.......                                                                                                  |  | $ | 0.82                          |   |  | $ | 0.70 |  |  |
|                                                                                                                                                |  |   |                               |   |  |  |  |  |  |
| Shares Used in Computing Basic      Earnings per Common Share.............................                                 |  |   | 64,000                        |   |  |  | 58,088 |  |  |
| Shares Used in Computing Diluted      Earnings per Common Share.............................                               |  |   | 64,000                        |   |  |  | 58,088 |  |  |

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

| **ASSETS**                                                                                                 |  |   | **June 30,** |   |   | **December 31,** |   |
|------------------------------------------------------------------------------------------------------------|--|---|--------------|---|---|------------------|---|
|                                                                                                            |  |   | **2003**     |   |   | **2002**         |   |
|                                                                                                            |  |   |              |   |
|                                                                                                            |  |   | (Unaudited)  |   |   |                  |   |
| Current Assets:                                                                                            |  |   |              |   |   |                  |   |
|      Cash and cash equivalents.........................                           |  | $ | 118,096      |   | $ | 120,930          |   |
|      Accounts receivable, net............................                         |  |   | 2,441        |   |   | 1,526            |   |
|      Amounts due from Continental Airlines, Inc.                                  |  |   | 11,005       |   |   | 17,419           |   |
|      Spare parts and supplies, net.....................                           |  |   | 25,973       |   |   | 26,842           |   |
|      Prepayments and other..............................                          |  |   | 10,066       |   |   | 10,775           |   |
|      Deferred income taxes...............................                         |  |   | -            |   |   | 2,299            |   |
|                                                                                                            |  |   |              |   |   |                  |   |
|         Total CurrentAssets...............................         |  |   | 167,581      |   |   | 179,791          |   |
|                                                                                                            |  |   |              |   |   |                  |   |
| Property and Equipment:                                                                                    |  |   |              |   |   |                  |   |
|      Owned property and equipment:                                                |  |   |              |   |   |                  |   |
|         Flightequipment.....................................       |  |   | 179,823      |   |   | 188,366          |   |
|         Other..................................................... |  |   | 94,194       |   |   | 89,859           |   |
|                                                                                                       |  |   |              |   |   |                  |   |
|                                                                                                            |  |   | 274,017      |   |   | 278,225          |   |
|         Less:  Accumulateddepreciation.............      |  |   | (52,190      | ) |   | (68,130          | ) |
|                                                                                                            |  |   |              |   |   |                  |   |
|                                                                                                            |  |   | 221,827      |   |   | 210,095          |   |
|                                                                                                            |  |   |              |   |   |                  |   |
|      Capital Leases:                                                              |  |   |              |   |   |                  |   |
|         Flightequipment.....................................       |  |   | 10,643       |   |   | 10,643           |   |
|         Other..................................................... |  |   | 4,342        |   |   | 4,358            |   |
|                                                                                                            |  |   |              |   |   |                  |   |
|                                                                                                            |  |   | 14,985       |   |   | 15,001           |   |
|         Less:  Accumulatedamortization.............      |  |   | (3,040       | ) |   | (2,518           | ) |
|                                                                                                            |  |   |              |   |   |                  |   |
|                                                                                                            |  |   | 11,945       |   |   | 12,483           |   |
|                                                                                                            |  |   |              |   |   |                  |   |
|         Total Property andEquipment..................              |  |   | 233,772      |   |   | 222,578          |   |
|                                                                                                            |  |   |              |   |   |                  |   |
| Deferred Income Taxes...................................                                                   |  |   | 10,894       |   |   | 8,835            |   |
| Reorganization Value In Excess of Amounts                                                                  |  |   |              |   |   |                  |   |
|      Allocable to Identifiable Assets, net.............                           |  |   | 12,789       |   |   | 12,789           |   |
| Airport Operating Rights, net...........................                                                   |  |   | 4,568        |   |   | 4,693            |   |
| Note Receivable.............................................                                               |  |   | 5,000        |   |   | 5,000            |   |
| Other Assets, net...........................................                                               |  |   | 508          |   |   | 462              |   |
|                                                                                                       |  |   |              |   |   |                  |   |
|         TotalAssets..........................................      |  | $ | 435,112      |   | $ | 434,148          |   |
|                                                                                                       |  |   |              |   |   |                  |   |

(continued on next page)

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

| **LIABILITIES AND**                                                                                                                                                                                                                                                |  |   | **June 30,** |   |        |   | **December 31,** |   |
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--|---|--------------|---|--------|---|------------------|---|
| **STOCKHOLDERS' EQUITY**                                                                                                                                                                                                                                           |  |   | **2003**     |   |        |   | **2002**         |   |
|                                                                                                                                                                                                                                                                    |  |   |              |   |        |   |                  |   |
|                                                                                                                                                                                                                                                                    |  |   | (Unaudited)  |   |        |   |                  |   |
| Current Liabilities:                                                                                                                                                                                                                                               |  |   |              |   |   |   |                  |   |
|      Current maturities of note payable to         Continental Airlines, Inc....................................                                                                                  |  | $ | 40,009       |   |        | $ | 73,551           |   |
|      Current maturities of long-term debt......................                                                                                                                                                                           |  |   | 535          |   |        |   | -                |   |
|      Current maturities of capital leases.......................                                                                                                                                                                          |  |   | 2,129        |   |        |   | 2,174            |   |
|      Accountspayable...............................................                                                                                                                                                                       |  |   | 4,378        |   |        |   | 8,153            |   |
|      Accrued payroll and related costs........................                                                                                                                                                                            |  |   | 29,208       |   |        |   | 18,260           |   |
|      Accrued otherliabilities.......................................                                                                                                                                                                      |  |   | 42,640       |   |        |   | 45,648           |   |
|      Deferred incometaxes........................................                                                                                                                                                                         |  |   | 32,736       |   |        |   | -                |   |
|                                                                                                                                                                                                                                                                    |  |   |              |   |        |   |                  |   |
|         Total CurrentLiabilities.....................................                                                                                                                                                      |  |   | 151,635      |   |        |   | 147,786          |   |
|                                                                                                                                                                                                                                                                    |  |   |              |   |        |   |                  |   |
| Long-term Debt........................................................                                                                                                                                                                                             |  |   | 10,168       |   |        |   | -                |   |
|                                                                                                                                                                                                                                                                    |  |   |              |   |        |   |                  |   |
| Note Payable to Continental Airlines, Inc...................                                                                                                                                                                                                       |  |   | 186,958      |   |        |   | 251,961          |   |
|                                                                                                                                                                                                                                                                    |  |   |              |   |        |   |                  |   |
| Capital Leases........................................................                                                                                                                                                                                             |  |   | 3,372        |   |        |   | 4,394            |   |
|                                                                                                                                                                                                                                                                    |  |   |              |   |        |   |                  |   |
| Other Long Term Liabilities.......................................                                                                                                                                                                                                 |  |   | 10,241       |   |        |   | 9,705            |   |
|                                                                                                                                                                                                                                                                    |  |   |              |   |        |   |                  |   |
| Mandatorily Redeemable Preferred Stock of      Subsidiary..........................................................                                                                                                                       |  |   | 5,000        |   |        |   | 5,000            |   |
|                                                                                                                                                                                                                                                                    |  |   |              |   |        |   |                  |   |
| Stockholders’ Equity:                                                                                                                                                                                                                                        |  |   |              |   |        |   |                  |   |
|      Special Voting Preferred stock - $.01 par, one         share authorized, issued, and outstanding.........                                                                                    |  |   | -            |   |        |   | -                |   |
|      Preferred stock - $.01 par, one share         authorized, issued, and outstanding..................                                                                                          |  |   | -            |   |        |   | -                |   |
|      Common stock - $.01 par, 200,000,000         shares authorized, 64,000,000 shares         issued and outstanding.................................... |  |   | 640          |   |        |   | 640              |   |
|      Additional paid-incapital......................................                                                                                                                                                                      |  |   | 159,709      |   |        |   | 159,743          |   |
|      Accumulateddeficit............................................                                                                                                                                                                       |  |   | (92,611      | ) |        |   | (145,081         | ) |
|                                                                                                                                                                                                                                                                    |  |   |              |   |        |   |                  |   |
|         Total Stockholders’Equity................................                                                                                                                                                    |  |   | 67,738       |   |        |   | 15,302           |   |
|                                                                                                                                                                                                                                                                    |  |   |              |   |        |   |                  |   |
|         Total Liabilities and Stockholders’Equity...........                                                                                                                                                         |  | $ | 435,112      |   |        | $ | 434,148          |   |
|                                                                                                                                                                                                                                                               |  |   |              |   |        |   |                  |   |

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

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

|                                                                                                                                                                                                                                                                                                                        |  |   | **Six Months Ended June 30,** |   |                        |
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--|---|-------------------------------|---|------------------------|
|                                                                                                                                                                                                                                                                                                                        |  |   | ****                          |   |                        |
|                                                                                                                                                                                                                                                                                                                        |  |   | **2003**                      |   | **   ** |  | **2002** |  |  |
|                                                                                                                                                                                                                                                                                                                        |  |   | ****                          |   |                        |
|                                                                                                                                                                                                                                                                                                                        |  |   |                               |   |                        |  |  |  |  |
| Net Cash Flows from Operating Activities............................                                                                                                                                                                                                                                                   |  | $ | 107,472                       |   |                        | $ | 79,314 |  |  |
|                                                                                                                                                                                                                                                                                                                   |  |   |                               |   |                        |  |  |  |  |
| Cash Flows from Investing Activities:                                                                                                                                                                                                                                                                                  |  |   |                               |   |                        |  |  |  |  |
|      Capitalexpenditures....................................................                                                                                                                                                                                                                  |  |   | (22,467                       | ) |                        |  | (21,833 | ) |  |
|      Proceeds from the transfer of flight equipment to         Continental Airlines, Inc. ...........................................                                                                                                                 |  |   | 33                            |   |                        |  | 12,534 |  |  |
|      Proceeds from disposition ofequipment.........................                                                                                                                                                                                                                           |  |   | 1,247                         |   |                        |  | 1,377 |  |  |
|                                                                                                                                                                                                                                                                                                                        |  |   |                               |   |                        |  |  |  |  |
|         Net cash used in investingactivities...........................                                                                                                                                                                                                        |  |   | (21,187                       | ) |                        |  | (7,922 | ) |  |
|                                                                                                                                                                                                                                                                                                                        |  |   |                               |   |                        |  |  |  |  |
| Cash Flows from Financing Activities:                                                                                                                                                                                                                                                                                  |  |   |                               |   |                        |  |  |  |  |
|      Gross proceeds from issuance of common stock............                                                                                                                                                                                                                                 |  |   | -                             |   |                        |  | 160,000 |  |  |
|      Gross proceeds from debtfinancing...............................                                                                                                                                                                                                                         |  |   | 10,703                        |   |                        |  | - |  |  |
|      Payments related to IPO underwriting discounts         and other expenses..................................................                                                                                                                      |  |   | (34                           | ) |                        |  | (14,189 | ) |  |
|      Payments on note payable to Continental Airlines, Inc....                                                                                                                                                                                                                                |  |   | (98,545                       | ) |                        |  | (156,800 | ) |  |
|      Payments on capital leaseobligations...........................                                                                                                                                                                                                                          |  |   | (1,068                        | ) |                        |  | (995 | ) |  |
|      Dividends paid on mandatorily redeemable preferred         stock.................................................................. |  |   | (175                          | ) |                        |  | - |  |  |
|                                                                                                                                                                                                                                                                                                                   |  |   |                               |   |                        |  |  |  |  |
|         Net cash used in financingactivities...........................                                                                                                                                                                                                        |  |   | (89,119                       | ) |                        |  | (11,984 | ) |  |
|                                                                                                                                                                                                                                                                                                                   |  |   |                               |   |                        |  |  |  |  |
| Net Increase in Cash and Cash Equivalents........................                                                                                                                                                                                                                                                      |  |   | (2,834                        | ) |                        |  | 59,408 |  |  |
|                                                                                                                                                                                                                                                                                                                        |  |   |                               |   |                        |  |  |  |  |
| Cash and Cash Equivalents – Beginning of Period...............                                                                                                                                                                                                                                                   |  |   | 120,930                       |   |                        |  | 71,877 |  |  |
|                                                                                                                                                                                                                                                                                                                        |  |   |                               |   |                        |  |  |  |  |
| Cash and Cash Equivalents – End of Period........................                                                                                                                                                                                                                                                |  | $ | 118,096                       |   |                        | $ | 131,285 |  |  |
|                                                                                                                                                                                                                                                                                                                   |  |   |                               |   |                        |  |  |  |  |
| Supplemental Cash Flow Information:                                                                                                                                                                                                                                                                                    |  |   |                               |   |                        |  |  |  |  |
|      Interestpaid................................................................                                                                                                                                                                                                             |  | $ | 4,192                         |   |                        | $ | 8,141 |  |  |
|      Income taxespaid.......................................................                                                                                                                                                                                                                  |  | $ | 136                           |   |                        | $ | - |  |  |

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

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

           We are a regional U.S. air carrier engaged in the business of transporting passengers, cargo and mail.  Our sole assetis all of the issued and outstanding shares of capital stock of XJT Holdings, Inc., the sole owner of the issued and outstandingshares of common stock of ExpressJet Airlines, Inc., which operates as Continental Express (together, "ExpressJet", "we", "us" and"our").  We are economically dependent upon Continental Airlines, Inc. (“Continental”) for our operations and cashflows as all of our flying is currently performed on behalf of Continental pursuant to a capacity purchase agreement, andsubstantially all of our revenue is received under that agreement.  In addition, this capacity purchase agreement covers allof our existing fleet and all of our regional jets currently subject to firm aircraft orders.  Continental owns 53.1% of ouroutstanding common stock and one share of our series of preferred stock called special voting preferred stock; therefore,Continental has elected five directors to our board of directors (“Board”), and thus can indirectly influence many ofour corporate decisions.

            We have prepared the quarterlyconsolidated financial statements included herein without audit, pursuant to the rules and regulations of the Securities andExchange Commission.  Some required information and footnote disclosures normally included in financial statements prepared inaccordance with accounting principles generally accepted in the United States have been condensed or omitted pursuant to theserules and regulations.  In the Company’s opinion, the accompanying unaudited consolidated financial statements containall adjustments necessary to present fairly our financial position, the results of our operations and our cash flows for theperiods indicated.  These adjustments are of a normal, recurring nature.  All intercompany transactions have beeneliminated in consolidation.  The accompanying consolidated financial statements should be read in conjunction with theconsolidated financial statements and the notes thereto contained in our Annual Report on Form 10-K for the year ended December 31,2002 (the “2002 10-K”).  The results of operations for the periods presented are not necessarily indicative of theresults to be expected for the full year ending December 31, 2003.

            Certain reclassifications havebeen made in the prior period’s financial statements to conform to the current year presentation.

**Note 1 *–* Earnings Per Share**

            The following table sets forththe computation of basic and diluted earnings per share for the three and six months ended June 30, 2003 (unaudited):

|                                                                                                                                                                                                                                     |              |   | **Three Months Ended June 30,** |        |   | **Six Months Ended June 30,** |
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------------|---|---------------------------------|--------|---|-------------------------------|
|                                                                                                                                                                                                                                     |              |   |                                 |        |
|                                                                                                                                                                                                                                     |              |   | ****                            |        |   | ****                          |
| (In thousands)                                                                                                                                                                                                                      |              |   | **2003**                        |        |   | **2002**                      |  |  | **2003** |  |  | **2002** |
|                                                                                                                                                                                                                                     |              |   | ****                            |        |   | ****                          |  |  | **** |  |  | **** |
| Numerator for basic earnings per share –net                      income............................................. |    | $ | 26,892                          |   | $ | 20,450                        |    | $ | 52,469 |   | $ | 40,484 |
|                                                                                                                                                                                                                                     |              |   |                                 |        |   |                               |  |  |  |  |  |  |
| Denominator for basic earnings per share -      weighted average shares....................                                                                                                                |              |   | 64,000                          |        |   | 62,132                        |  |  | 64,000 |  |  | 58,088 |
| Employee stock options.........................                                                                                                                                                                                     |              |   | 4                               |        |   | -                             |  |  | - |  |  | - |
|                                                                                                                                                                                                                                     |              |   |                                 |        |   |                               |  |  |  |  |  |  |
| Denominator for diluted earnings per share -      adjusted and assumed conversions.....                                                                                                                    |              |   | 64,004                          |        |   | 62,132                        |  |  | 64,000 |  |  | 58,088 |
|                                                                                                                                                                                                                                     |              |   |                                 |        |   |                               |  |  |  |  |  |  |

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            Weighted average options topurchase 984,500 and 1,312,000 shares of our common stock were not included in the computation of diluted earnings per share forthe three and six months ended June 30, 2003 and 1,040,000 shares for the three and six months ended June 30, 2002.  Theseoptions' exercise prices were greater than the average market price of the common shares and, therefore, the effect would have beenantidilutive. 

****

**Note 2 – Income Taxes**

            At December 31, 2002, we hadfederal net operating loss carryforwards of approximately $105.2 million, which expire between 2004 and 2020.

            In conjunction with our initialpublic offering (“IPO”) completed on April 23, 2002, the tax basis of our tangible and intangible assets was increasedto fair value.  The increased tax basis should result in additional tax deductions being available to us over a period of 15years. In accordance with our tax agreement with Continental, to the extent we generate taxable income sufficient to realize theadditional tax deductions, we will be required to pay Continental a percentage of the amount of tax savings actually realized,excluding the effect of any loss carrybacks. We will be required to pay Continental 100% of the first third of the anticipated taxbenefit, 90% of the second third, and 80% of the last third. However, if the tax benefits are not realized by the end of 2018, wewill be obligated to pay Continental 100% of any benefit realized after that date. Since these future payments are solely dependenton our ability to generate sufficient taxable income to realize these deferred tax assets, they are recorded as an obligation toContinental within the deferred tax accounts, and the portion we may retain in the future is offset by a valuation allowance. This valuation allowance and the long-term portion of the obligation to Continental offsets the step-up in basis of assets in ourlong-term deferred tax asset account. 

            Our tax agreement withContinental provides that Continental will reimburse us for any net increase in our cash tax payments resulting from any decreasedavailability of net operating loss carryovers related to the basis increase at the time our payment occurs. The resultingreceivable and/or payable with Continental related to the impact on net operating losses resulting from the basis increase isrecorded within the deferred tax accounts since its performance is dependent on our ability to generate taxable income.

            No valuation allowance wasestablished on our net operating loss carryforwards, or on our receivable from Continental for reimbursing carryforward lossesutilized resulting from the basis increase, because we believe our taxable income will be sufficient to utilize substantially allof these assets within the next several years.

            We believe that our IPO created achange in ownership limitation on the utilization of our carryforward tax attributes, primarily net operating losses. Thislimitation, under Section 382 of the Internal Revenue Code, will limit our utilization of these attributes to offset up toapproximately $43.3 million of post-change taxable income per year. We do not expect this limitation to have any impact on ourfinancial condition.

            Our tax agreement withContinental increases our exposure to Continental’s financial health.  If it is determined that any of the tax benefitsrelated to the basis increase should not have been available at the time of utilization and, as a result, we are required to payadditional taxes and/or penalties, then we could be adversely affected if Continental were insolvent, bankrupt, or otherwise unableto pay us under its indemnification for these amounts.

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****

**Note 3 *–* Stock Plans and Awards**

           We account for our stock-basedcompensation arrangements using the intrinsic value method in accordance with the provisions of Accounting Principles Board OpinionNo. 25 - "Accounting for Stock Issued to Employees" ("APB 25"), and related interpretations.  Under APB 25, if the exerciseprice of our employee stock options equals the market price of the underlying stock on the date of grant, no compensation expenseis recognized.  Since our stock options have all been granted with exercise prices at market price on the date of grant, nocompensation expense has been recognized under APB 25. 

           The following tables illustrate theeffect on net income and earnings per share assuming the compensation costs for our stock option and purchase plans had beendetermined using the fair value method at the grant dates amortized on a pro rata basis over the vesting period as required underStatement of Financial Accounting Standard No. 123 – “Accounting for Stock-Based Compensation” for the three andsix months ended June 30, 2003 and 2002 (in thousands, except for per share data):

|                                                                                                       |   | **Three Months Ended June 30,** |   |
|-------------------------------------------------------------------------------------------------------|---|---------------------------------|---|
|                                                                                                       |   |                                 |
|                                                                                                       |   |                                 |   |
|                                                                                                       |   | **2003**                        |   |  | **2002** |  |
|                                                                                                       |   |                                 |   |  |  |  |
| Net income as reported................................................                                | $ | 26,892                          |   | $ | 20,450 |  |
| Deduct:  Total stock-based employee compensation                                            |   |                                 |   |  |  |  |
|      expense determined under fair value basedmethod                         |   |                                 |   |  |  |  |
|      for all awards, net.................................................... |   | (645                            | ) |  | (751 | ) |
|                                                                                                       |   |                                 |   |  |  |  |
| Proforma....................................................................                          | $ | 26,247                          |   | $ | 19,699 |  |
|                                                                                                       |   |                                 |   |  |  |  |
|                                                                                                       |   |                                 |   |  |  |  |
| Basic earnings per share                                                                              |   |                                 |   |  |  |  |
| As reported ................................................................                          | $ | 0.42                            |   | $ | 0.33 |  |
| Proforma....................................................................                          | $ | 0.41                            |   | $ | 0.32 |  |
|                                                                                                       |   |                                 |   |  |  |  |
| Diluted earnings per share                                                                            |   |                                 |   |  |  |  |
| As reported ................................................................                          | $ | 0.42                            |   | $ | 0.33 |  |
| Proforma....................................................................                          | $ | 0.41                            |   | $ | 0.32 |  |

|                                                                                                       |   | **Six Months Ended June 30,** |   |
|-------------------------------------------------------------------------------------------------------|---|-------------------------------|---|
|                                                                                                       |   |                               |
|                                                                                                       |   |                               |   |
|                                                                                                       |   | **2003**                      |   |  | **2002** |  |
|                                                                                                       |   |                               |   |  |  |  |
| Net income as reported................................................                                | $ | 52,469                        |   | $ | 40,484 |  |
| Deduct:  Total stock-based employee compensation                                            |   |                               |   |  |  |  |
|      expense determined under fair value basedmethod                         |   |                               |   |  |  |  |
|      for all awards, net.................................................... |   | (1,464                        | ) |  | (897 | ) |
|                                                                                                       |   |                               |   |  |  |  |
| Proforma....................................................................                          | $ | 51,005                        |   | $ | 39,587 |  |
|                                                                                                       |   |                               |   |  |  |  |
|                                                                                                       |   |                               |   |  |  |  |
| Basic earnings per share                                                                              |   |                               |   |  |  |  |
| As reported ................................................................                          | $ | 0.82                          |   | $ | 0.70 |  |
| Proforma....................................................................                          | $ | 0.80                          |   | $ | 0.68 |  |
|                                                                                                       |   |                               |   |  |  |  |
| Diluted earnings per share                                                                            |   |                               |   |  |  |  |
| As reported ................................................................                          | $ | 0.82                          |   | $ | 0.70 |  |
| Proforma....................................................................                          | $ | 0.80                          |   | $ | 0.68 |  |

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            The pro forma effect on netincome per share is not representative of the pro forma effects in future periods.

            On May 7, 2003, our shareholdersapproved the 2003 ExpressJet Holdings, Inc. Employee Stock Purchase Plan (“ESPP”), which authorized the sale of onemillion shares of our common stock in accordance with the ESPP.  Under the plan, all our employees are eligible to purchaseshares of our common stock at 85% of the lower of the fair market value on the first or last day of the purchase period.  Ourfirst purchase period began on July 1, 2003.  Employees may sell shares obtained under the ESPP six months after the end ofthe plan period in which the shares were purchased. 

**Note 4 – Security Fee Reimbursement**

            On April 16,2003, President Bush signed into law the Emergency Wartime Supplemental Appropriation Act 2003 (“Wartime Act”), whichwas included as part of a larger bill to fund the war in Iraq.  Highlights of the Wartime Act affecting us are asfollows:

| · |     | $2.3 billion for reimbursement of airline security fees that have been paid or collected by airlinesas of date of enactment.  This means reimbursement for fees paid from February 1, 2002 through April 16, 2003, as well asprospective relief from June 1 to September 30, 2003. |
|----------|--------------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| · |                    | $100 million was authorized to reimburse carriers for installing fortified flight deck doors.                                                                                                                                                                                           |
| · |                    | Aviation war risk insurance was extended for one year to August 2004.                                                                                                                                                                                                                   |

           In May 2003, we received $3.0 million pursuant to the reimbursement of security fees under the Wartime Act.  However,as the reimbursement for expenses received under this relief package represent fully reconciled costs under the capacity purchaseagreement, we distributed 100% of the funds received to Continental.  For detailed discussion of fully reconciled costs,please see Note 2, “Capacity Purchase Agreement with Continental Airlines”, in Item 8 of the 2002 10-K.  The netimpact of this reimbursement was immaterial to our results of operations.

**Note 5 – Commitments and Contingencies**

***Purchase Commitments***

******

            As shown in the following table,our aircraft fleet consisted of 212 regional jets at June 30, 2003.  Ouraircraft purchaseorders and optionsas of June 30, 2003 are also shown below.

| **Type**                                          |              | **Total Aircraft** |              | **Leased** |              | **Firm Orders** |              | **Options** |              | **Seats in Standard Configuration** |
|---------------------------------------------------|--------------|--------------------|--------------|------------|--------------|-----------------|--------------|-------------|--------------|-------------------------------------|
|                                                   |              |                    |    |            |    |                 |    |             |    |                                     |
| Regional Jets:                                    |    |                    |              |            |              |                 |              |             |              |                                     |
|   ERJ-145XR.............                |              | 42                 |              | 42         |              | 62              |              | 100         |              | 50                                  |
|   ERJ-145.................              |              | 140                |              | 140        |              | -               |              | -           |              | 50                                  |
|   ERJ-135.................              |              | 30                 |              | 30         |              | -               |              | -           |              | 37                                  |
|                                                   |              |                    |              |            |              |                 |              |             |              |                                     |
|     Total.................... |              | 212                |              | 212        |              | 62              |              | 100         |              |                                     |
|                                                   |              |                    |              |            |              |                 |              |             |              |                                     |

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            We anticipate taking delivery of36 Embraer regional jet aircraft in 2003 (24 of which were delivered during the six months ended June 30, 2003) and the remainderof our 62 firm orders through the second quarter of 2006. 

            As of June 30, 2003, theestimated aggregate cost of our firm commitments for Embraer regional jets was approximately $1.2 billion.  In addition, weexpect to purchase up to 12 spare engines for approximately $32.9 million related to the 62 remaining aircraft on firm order. These spare engines are deliverable through the second quarter of 2006.  We also have options to purchase an additional 100Embraer regional jets.  We will not have any obligation to take any of the aircraft under firm commitments if they are notfinanced by a third party and leased to either Continental or us.  Furthermore, we currently do not have any financing inplace for the 12 spare engines and would have no obligation to acquire the spare engines if for any reason the firm order aircraftare not delivered to us.

***General Guarantees and Indemnifications***

            We are parties to many contracts,in which it is common for usto agree to indemnify third parties for liabilities that arise outof or relate to the subject matter of the contract.  We cannot estimate the potential amount of future payments under theseindemnities until events arise that would trigger a liability under the indemnities.  However, we expect that we would becovered by insurance for any such liabilities, subject to deductibles.

**Note 6 – Long-term Debt**

**           **Our 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.  OnJune 30, 2003, we also made a discretionary principal prepayment of $40.0 million to accelerate our March 31, 2004 payment and aportion of our June 30, 2004 payment.

            On May 23, 2003, we entered intoa loan agreement in which Export Development Canada (“EDC”) advanced $10.7 million to us and committed to advance up toan additional $7.3 million, subject to certain conditions.  The loan is secured by certain of our flight simulators andrelated flight simulator and flight data software and other equipment related to the simulators.  We utilized the $10.7million advance to reduce the principal under our note payable to Continental, and intend to do the same with the additionaladvance when received.  The amount due to EDC accrues interest at theforward six-monthLondon interbank offered rate (“LIBOR”) plus 1.75% per annum.  The terms of each advance to us are 96months.  The financing arrangement has customary representations, warranties and covenants.  Additionally, Continentalguaranteed this loan, and a default under the guarantee would cause an acceleration of the loan.

            The principal payments of $50.7million, as described above, the prepayment of $26.0 million made during the first quarter of 2003 and the required quarterlyprincipal and interest payment made on June 30 reduced our note payable to Continental to $227.0 million at June 30,2003.

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            The amount of all scheduled debtmaturities, including our note payable to Continental and our loan agreement with EDC, due before December 31, 2003 and over thenext five years and thereafter is as follows (in millions):

| July 1, 2003 through December 31,2003........................................... | $            | 27.5                                                                                         |
|----------------------------------------------------------------------------------|--------------|----------------------------------------------------------------------------------------------|
| Year ending December 31,                                                         |              |                                                                                              |
|                                                                                  |    | 2004........................................................................................ | $ | 66.7 |
|                                                                                  |              | 2005........................................................................................ | $ | 108.5 |
|                                                                                  |              | 2006........................................................................................ | $ | 26.1 |
|                                                                                  |              | 2007........................................................................................ | $ | 1.3 |
|                                                                                  |              | 2008........................................................................................ | $ | 2.1 |
|                                                                                  |              | Thereafter...............................................................................    | $ | 5.5 |

            Maturities of our note payable toContinental are based on the forward three-month LIBOR on June 27, 2003 plus 1.25% per annum and our current principalbalance.

            The note payable to Continentalis an unsecured general obligation of our company and is subordinated in right of payment to all future senior indebtedness to ourcompany.

**Note 7 – New Accounting Pronouncements**

           Financial Accounting Standards Board Interpretation No. 45, “Guarantor’s Accountingand Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others”,(“Interpretation 45”), significantly changed current practice in the accounting for, and disclosure of,guarantees.  Interpretation 45 required a guarantor to recognize, at the inception of a guarantee, a liability for the fairvalue of the obligation undertaken in issuing the guarantee.  Interpretation 45 also expanded the disclosures required to bemade by a guarantor about its obligations under certain guarantees that it has issued.  Interpretation 45’s disclosurerequirements were effective for financial statements of interim or annual periods ending after December 15, 2002, while the initialrecognition and initial measurement provisions were applicable on a prospective basis to guarantees issued or modified afterDecember 31, 2002.  We adopted Interpretation 45 effective January 1, 2003, which did not have a material impact on ourresults of operations or financial position.

            In January 2003, the FinancialAccounting Standards Board issued Interpretation No. 46, “Consolidation of Variable Interest Entities”, (Interpretation46”)*.*  The objective of Interpretation 46 was to improve financial reporting by companies involved with variableinterest entities.  Until now, one company generally has included another entity in its consolidated financial statements onlyif it controlled the entity through voting interests.  Interpretation 46 changed that by requiring a variable interest entityto be consolidated by a company if that company was subject to a majority of the risk of loss from the variable interestentity’s activities or entitled to receive a majority of the entity's residual returns or both.  The consolidationrequirements of Interpretation 46 applied immediately to variable interest entities created after January 31, 2003.  Theconsolidation requirements applied to older entities in the first fiscal year or interim period beginning after June 15,2003.  Certain of the disclosure requirements applied to all financial statements issued after January 31, 2003, regardless ofwhen the variable interest entity was established.  The adoption of this statement did not have a material impact on ourresults of operations or financial position as we do not have activities with any entities that would fall under thisinterpretation.

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            On July 1, 2003, we adoptedStatement of Financial Accounting Standard 150, "Accounting for Certain Financial Instruments with Characteristics of bothLiabilities and Equity".  Upon adoption, we reclassified our mandatorily redeemable preferred stock of subsidiary of $5.0million to long-term debt.  We also began to recognize dividends declared related to our mandatorily redeemable preferredstock of subsidiary as interest expense.  This standard has no other impact on our results of operations or financialconditions.

**Item 2.  Management's Discussion and Analysis of Financial Condition andResults of Operations.**

            The following discussion maycontain forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995.  ExpressJet Holdings,Inc., and its wholly owned subsidiaries, XJT Holdings, Inc., and ExpressJet Airlines, Inc., which operates as Continental Express(together “ExpressJet”, “we”, “us”, and “our”), rely on this safe harbor in makingsuch disclosures.  These statements reflect expectations and assumptions about future events and are subject to uncertaintiesand other factors.  Some of the known risks that could significantly impact operating results and capacity include, but arenot limited to, our dependence on our capacity purchase agreement with Continental Airlines, Inc. (“Continental”); ourdependence on Continental’s financial and operational strength; labor costs and relations, including the results of unioncontract negotiations; flight disruptions as a result of operational matters; deliveries of additional aircraft; our ability toimplement our growth strategy; regulatory developments and costs, including the costs and other effects of enhanced securitymeasures and other possible Federal Aviation Administration requirements; our high leverage; and competition and industryconditions.  Additional information concerning risk factors that could affect our actual results are described in our filingswith the Securities and Exchange Commission (“SEC”), including our Annual Report on Form 10-K for the year endedDecember 31, 2002 (the “2002 10-K”).  The statements in this Quarterly Report on Form 10-Q are made as of July 18,2003, and the events described in the forward looking statements might not occur or might occur to a materially different extentthan described in this filing.  We undertake no duty to update or revise any of our forward-looking statements, whether as aresult of new information, future events or otherwise.

            Our website address iswww.expressjet.com.  All of our filings with the SEC are available free of charge through our website as soon as reasonablypracticable after we file them with, or furnish them to, the SEC.

**RESULTS OF OPERATIONS**

            We are pleased to report ourninth consecutive quarter of improved earnings.  The following discussion provides an analysis of our results of operationsand reasons for material changes therein for the three and six months ended June 30, 2003 as compared to the corresponding periodended June 30, 2002.

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******

***Comparison of Three Months Ended June 30, 2003 to Three Months Ended June 30,2002***

            The following table sets forthinformation regarding our operating expense components.  Individual operating expense components are expressed as a percentageof our total operating revenues and as cents per available seat mile (“ASM”).

|                                                                         |   | **Three Months Ended June 30,** |
|-------------------------------------------------------------------------|---|---------------------------------|
|                                                                         |   | ****                            |
|                                                                         |   | **2003**                        |  |  | **2002** |
|                                                                         |   | ****                            |  |  | **** |
|                                                                         |   |                                 |  | **Percent** |  | **Cents** |  |  |  |  | **Percent** |  | **Cents** |
|                                                                         |   |                                 |  | **of** |  | **per** |  |  |  |  | **of** |  | **Per** |
|                                                                         |   | **Amount**                      |  | **Revenue** |  | **ASM** |  |  | **Amount** |  | **Revenue** |  | **ASM** |
|                                                                         |   |                                 |  |  |  |  |  |  |  |  |  |  |  |
|                                                                         |   | **(In thousands)**              |  |  |  |  |  |  | **(In thousands)** |  |  |  |  |
|                                                                         |   |                                 |  |  |  |  |  |  |  |  |  |  |  |
| Wages, salaries and related costs...................................... | $ | 68,805                          |  | 21.5 | % | 3.32 |  | $ | 59,161 |  | 21.9 | % | 3.86 |
| Aircraft rentals......................                                  |   | 61,257                          |  | 19.1 | % | 2.96 |  |  | 48,210 |  | 17.9 | % | 3.14 |
| Aircraft fuel...........................                                |   | 35,150                          |  | 11.0 | % | 1.70 |  |  | 24,710 |  | 9.2 | % | 1.61 |
| Maintenance, materials and repairs...................................   |   | 33,237                          |  | 10.4 | % | 1.60 |  |  | 24,061 |  | 8.9 | % | 1.57 |
| Other rentals and landing fee                                           |   | 24,182                          |  | 7.5 | % | 1.17 |  |  | 20,971 |  | 7.8 | % | 1.37 |
| Ground handling....................                                     |   | 22,004                          |  | 6.9 | % | 1.06 |  |  | 18,719 |  | 6.9 | % | 1.22 |
| Depreciation and amortization                                           |   | 4,851                           |  | 1.5 | % | 0.23 |  |  | 7,898 |  | 2.9 | % | 0.52 |
| Outside services...................                                     |   | 6,611                           |  | 2.1 | % | 0.32 |  |  | 5,231 |  | 1.9 | % | 0.34 |
| Hull and war risk related insurance...............................      |   | 1,075                           |  | 0.3 | % | 0.05 |  |  | 4,829 |  | 1.8 | % | 0.32 |
| Security fee reimbursement..                                            |   | (3,034                          | ) | (0.9 | %) | (0.15 | ) |  | - |  | -  |  |  |
| Other operating expenses.....                                           |   | 21,094                          |  | 6.5 | % | 1.02 |  |  | 19,514 |  | 7.3 | % | 1.27 |
|                                                                         |   |                                 |  |  |  |  |  |  |  |  |  |  |  |
|                                                                         | $ | 275,232                         |  | 85.9 | % | 13.28 |  | $ | 233,304 |  | 86.5 | % | 15.22 |
|                                                                         |   |                                 |  |  |  |  |  |  |  |  |  |  |  |

            Although most of the individualexpense components have increased during the three months ended June 30, 2003 as compared to the same period in 2002, the tableabove demonstrates increased efficiencies in our operations.  We have grown by 35.2%, as measured by ASMs, while our costshave not increased ratably as a result of our continuing efforts to reduce costs and to operate as efficiently as possible. We continuously endeavor to provide Continental cost effective services and to remain as competitive as possible compared to otherregional air carriers.

# ***General***

            We currently receive primarilyall of our revenue from Continental under our capacity purchase agreement, pursuant to which Continental purchases all of ourcapacity and pays us per scheduled block hour together with certain incentive payments and reimbursements.  Our 14.1%operating margin included the benefits of productivity savings related to labor and $3.6 million in performance incentivepayments.  The performance incentive payments were made to us primarily due to our high controllable completion factor(excluding weather and air traffic control cancellations) of 99.9% for the second quarter 2003 as compared to our historicalcontrollable completion factor of 98.4%.

            Under the capacity purchaseagreement, a substantial portion of our costs are reconciled for differences between our actual costs and the expected costsincluded in our block hour rates to allow us to operate within an operating margin band of 8.5% to 11.5% ("costs within the marginband”).  During the second quarter, our actual costs within the margin band were favorable to the estimates used in theblock hour rates; thus, our operating margin per the capacity purchase agreement before reconciliation payments exceeded11.5%.  The favorable results were primarily due to savings in maintenance, material and repairs, passenger servicing costsand other operating expenses.  Consequently, we made reconciliation payments to Continental totaling $6.1 million during thethree months ended June 30, 2003.  We made a $3.0 million reconciliation payment to Continental during the same period in2002.

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# ***Operating Revenue***

            The increase in our operatingrevenue during the three months ended June 30, 2003 as compared to the same period in 2002 was primarily due to a 16.0% increase inactual block hours flown.  Operating revenue also increased due to a 2.2% increase in the amount paid by Continental per blockhour under the capacity purchase agreement as a result of flying only regional jets in 2003.

# ***Operating Expenses***

            The increase in ourwages, salaries and related costs during the three months ended June 30, 2003 as compared to the same periodin 2002 was due primarily to higher wages for various work groups due to increases in our work force to support the growth in ouroperations and rate increases for certain employees in accordance with their collective bargaining agreements.  Totalincreases due to these factors were approximately $9.4 million.

            We are currently engaged in labornegotiations with our pilots, who are represented by the Air Line Pilots Association,International in connection with a collective bargaining agreement that became amendable in October 2002.  At this time, wecannot predict the impact these negotiations will have on our financial results. 

            The increase in aircraft rentalsduring the three months ended June 30, 2003 as compared to the same period in 2002 was primarily due to an increase in the numberof regional jets in our fleet, which have higher average rental rates than turboprop aircraft.  This increase was offset by$4.3 million due to the elimination of turboprop aircraft in our fleet.

            The increase in aircraft fuelexpense during the three months ended June 30, 2003 as compared to the same period in 2002wasdue to a 31.9% increase in fuel consumption and an 8.0% increase in fuel price.  This consumption increase was the result ofreplacing turboprop aircraft with regional jets and an increase in block hours flown.  Under the capacity purchase agreement and the related fuel purchase agreement with Continental, we incur a fuel price equalto the lower of the actual cost of fuel or the agreed-upon cap.  Our caps on fuel are 66.0 cents and 61.1 cents for 2003 and2002.**  The 8.0% fuel price increase was theresult of the difference between our fuel caps in 2003 as compared to 2002.

            The increase inmaintenance, materials and repairs during the three months ended June 30, 2003 as compared to the same periodin 2002 was primarily due to the following factors:

| · |     | $6.2 million increase in costs related to our power-by-the-hour contracts, of which $4.8 millionincrease was due to increases in block hours flown by regional jets and $1.4 million was due to increasing rates and |
|----------|--------------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| · |                    | $4.1 million increase in general maintenance expense not included in our power-by-the-hour contracts as a result of increase infleet size, line maintenance, and the volume and timing of airframe checks.           |

            Approximately $2.8 millionincrease in ground handling expenses during the three months ended June 30, 2003 as compared to the same period in 2002 was due toan increase in the number of departures of regional jets at locations where Continental provided ground handling.  Inaddition, our servicing charges to fuel our planes increased by approximately $0.7 million.

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            Our depreciation and amortizationdecreased during the three months ended June 30, 2003 as compared to the same period in 2002 due to the elimination ofthe depreciation on turboprop spare parts.  This decrease was partially offset by increases during 2003in depreciation related to our ground equipment additions. 

            Hull and war risk relatedinsurance decreased during the three months ended June 30, 2003 as compared to the same period in 2002 because our insurance ratesthrough both the private insurance market and the U.S. government decreased; however, some of these decreases were offset byincreases in passenger liability insurance, which is reported as part of our other operating expense.

***Nonoperating Expenses***

            The majority of interest expenseis related to our note payable to Continental, which bore an annual interest rate of 2.5% and 3.3% for the three months ended June30, 2003 and 2002, respectively.  Under our note payable to Continental, the interest rate was set at the three-month Londoninterbank offered rate (“LIBOR”) plus 1.25% per annum, subject to a cap of 3.5% in 2002, 5.4% in 2003 and 6.7% in2004.  There is no interest rate cap beyond 2004.  The decrease in interest expense during the three months ended June30, 2003 as compared to the same period in 2002 was primarily due to a decrease in our note payable balance to Continental from$552.3 million at the beginning of the second quarter in 2002 to $299.5 million at the beginning of second quarter in2003.

***Comparison of Six Months Ended June 30, 2003 and Six Months Ended June 30,2002***

            The following table sets forthinformation regarding our operating expense components.  Individual operating expense components are expressed as a percentageof our total operating revenues and as cents per ASM.

|                                                                               |   | **Six Months Ended June 30,** |
|-------------------------------------------------------------------------------|---|-------------------------------|
|                                                                               |   | ****                          |
|                                                                               |   | **2003**                      |  |  | **2002** |
|                                                                               |   | ****                          |  |  | **** |
|                                                                               |   |                               |  | **Percent** |  | **Cents** |  |  |  |  | **Percent** |  | **Cents** |
|                                                                               |   |                               |  | **of** |  | **per** |  |  |  |  | **of** |  | **Per** |
|                                                                               |   | **Amount**                    |  | **Revenue** |  | **ASM** |  |  | **Amount** |  | **Revenue** |  | **ASM** |
|                                                                               |   |                               |  |  |  |  |  |  |  |  |  |  |  |
|                                                                               |   | **(In thousands)**            |  |  |  |  |  |  | **(In thousands)** |  |  |  |  |
|                                                                               |   |                               |  |  |  |  |  |  |  |  |  |  |  |
| Wages, salaries and related costs............................................ | $ | 135,297                       |  | 21.6 | % | 3.52 |   | $ | 118,066 |  | 22.1 | % | 3.99 |
| Aircraft rentals.............................                                 |   | 118,706                       |  | 18.9 | % | 3.09 |  |  | 94,973 |  | 17.8 | % | 3.21 |
| Aircraft fuel..................................                               |   | 65,553                        |  | 10.5 | % | 1.71 |  |  | 46,940 |  | 8.8 | % | 1.59 |
| Maintenance, materials and repairs..........................................  |   | 63,149                        |  | 10.1 | % | 1.64 |  |  | 48,514 |  | 9.1 | % | 1.64 |
| Other rentals and landing fee......                                           |   | 47,716                        |  | 7.6 | % | 1.24 |  |  | 43,473 |  | 8.1 | % | 1.47 |
| Ground handling...........................                                    |   | 42,210                        |  | 6.7 | % | 1.10 |  |  | 36,423 |  | 6.8 | % | 1.23 |
| Depreciation and amortization......                                           |   | 9,646                         |  | 1.5 | % | 0.25 |  |  | 15,812 |  | 2.9 | % | 0.54 |
| Outside services..........................                                    |   | 16,110                        |  | 2.6 | % | 0.42 |  |  | 11,629 |  | 2.2 | % | 0.39 |
| Hull and war risk related insurance.....................................      |   | 2,089                         |  | 0.3 | % | 0.06 |  |  | 9,173 |  | 1.7 | % | 0.31 |
| Security fee reimbursement.........                                           |   | (3,034                        | ) | (0.5 | %) | (0.08 | ) |  | - |   | -  |  |  |
| Other operating expenses...........                                           |   | 40,990                        |  | 6.6 | % | 1.07 |  |  | 38,001 |  | 7.0 | % | 1.29 |
|                                                                               |   |                               |  |  |  |  |  |  |  |  |  |  |  |
|                                                                               | $ | 538,432                       |  | 85.9 | % | 14.02 |  | $ | 463,004 |  | 86.5 | % | 15.66 |
|                                                                               |   |                               |  |  |  |  |  |  |  |  |  |  |  |

            Although most of the individualexpense components have increased during the six months ended June 30, 2003 as compared to the same period in 2002, the table abovedemonstrates increased efficiencies in our operations.  We have grown by 29.9%, as measured by ASMs, while our costs have notincreased ratably as a result of our continuing efforts to reduce costs and to operate as efficiently as possible.  Wecontinuously endeavor to provide Continental cost effective services and to remain as competitive as possible compared to otherregional air carriers.

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# ******

# ***General***

            Our operating margin for the sixmonths ended June 30, 2003 was 14.1%.  The operating margin included the benefits of productivity savings related to labor and$7.3 million in performance incentive payments.  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 six months ended June 30,2003 as compared to our historical controllable completion factor of 98.3%.

            During the six months ended June30, 2003 and 2002, we made reconciliation payments to Continental totaling $10.7 million and $3.0 million.  Thesereconciliation payments are calculated on a quarterly basis as part of our quarterly reconciliation of differences between ouractual costs and the costs within the margin band. 

# ***Operating Revenue***

            The increase in our operatingrevenue during the six months ended June 30, 2003 as compared to the same period in 2002 was primarily due to a 10.9% increase inactual block hours flown.  Operating revenue also increased due to a 5.8% increase in the amount paid by Continental per blockhour under the capacity purchase agreement as a result of flying only regional jets in 2003.

# ******

# ***Operating Expenses***

            The increase in ourwages, salaries and related costs during the six months ended June 30, 2003 as compared to the same period in2002 was due primarily to the following factors:

| · |     | Higher wages for various work groups due to increases in our work force to support the growth in ouroperations and rate increases for certain employees in accordance with their collective bargaining agreements.  Totalincreases due to these factors were approximately $15.8 million; and |
|----------|--------------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| · |                    | $2.3 million from higher employee benefit costs as a result of increases in medical costs.  We expect the cost to providehealth and medical benefits to our employees will continue to increase for the remainder of the year.                                                                |

            We are currently engaged in labornegotiations with our pilots.  At this time, we cannot predict the impact these negotiations will have on our financialresults. 

            The increase in aircraft rentalsduring the six months ended June 30, 2003 as compared to the same period in 2002 was primarily due to an increase in the number ofregional jets in our fleet, which have higher average rental rates than turboprop aircraft.  This increase was offset by $10.1million, as a result of the elimination of turboprop aircraft in our fleet.

            The increase in aircraft fuelexpense during the six months ended June 30, 2003 as compared to the same period in 2002was dueto a 27.5% increase in fuel consumption and a 9.5% increase in fuel price.  This consumption increase was the result ofreplacing turboprop aircraft with regional jets and an increase in block hours flown.  Under the capacity purchase agreement and the related fuel purchase agreement with Continental, we incur a fuel price equalto the lower of the actual cost of fuel or the agreed-upon cap.  Our caps on fuel are 66.0 cents and 61.1 cents for 2003 and2002.**  The 9.5% increase in fuel price wasprimarily the result of the difference between our fuel caps in 2003 as compared to 2002.

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The increase inmaintenance, materials and repairs during the sixmonths ended June 30, 2003 as compared to the same period in 2002was primarily due to the following factors:

| · |     | $11.4 million increase in costs related to our power-by-the-hour contracts, of which $8.4 millionincrease was due to increases in block hours flown by regional jets and $1.8 million was due to increasing rates;              |
|----------|--------------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| · |                    | $6.9 million increase in general maintenance expense not included in our power-by-the-hour contracts as a result of an increase infleet size, line maintenance, and the volume and timing of airframe checks; offset in part by |
| · |                    | $3.7 million decrease in turboprop maintenance due to the elimination of such aircraft in our fleet in 2003.                                                                                                                    |

            Approximately $4.7 millionincrease in ground handling expenses during the six months ended June 30, 2003 as compared to the same period in 2002 was primarilydue to an increase in the number of departures of regional jets and the rate per departure charged by Continental at locationswhere they provide ground handling.  In addition, our servicing charges to fuel our planes increased by approximately $1.3million.

            Our depreciation and amortizationdecreased during the six months ended June 30, 2003 as compared to the same period in 2002 due to the elimination ofthe depreciation on turboprop spare parts.  This decrease was partially offset by increases during 2003in depreciation related to our ground equipment additions. 

            The increase in outside servicesexpense during the six months ended June 30, 2003 as compared to the same period in 2002 was primarily due to unfavorable weatherconditions during the first half of 2003, which led to increases in snow removal, glycol and other similar seasonal expenses. In addition, our administrative fees charged by Continental for providing centralized services and infrastructure costs increasedduring the six months ended June 30, 2003 as compared to the same period in 2002.

            Hull and war risk relatedinsurance decreased during the six months ended June 30, 2003 as compared to the same period in 2002 because our insurance ratesthrough both the private insurance market and the U.S. government decreased; however, some of these decreases were offset byincreases in passenger liability insurance, which is reported as part of our other operating expense.

***Nonoperating Expenses***

            The majority of interest expenseis related to our note payable to Continental, which bore an annual interest rate of 2.6% and 3.2% for the six months ended June30, 2003 and 2002, respectively.  Under our note payable to Continental, the interest rate was set at the three-month LIBORplus 1.25% per annum, subject to a cap of 3.5% in 2002, 5.4% in 2003 and 6.7% in 2004.  There is no interest rate cap beyond2004.  The decrease in interest expense during the six months ended June 30, 2003 as compared to the same period in 2002 wasprimarily due to a decrease in our note payable balance to Continental from $552.3 million at the beginning of 2002 to $325.5million at the beginning of 2003. 

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**OUTLOOK**

            Despite recent improvements, thecurrent U.S. domestic airline environment continues to be one of the worst in aviation history, and could deteriorate further ifhostilities in certain regions of the world increase or the global economy further deteriorate.  Although these factors do notcurrently impact our results of operations, financial position or cash flows, we are dependent on Continental’s financial andoperational strength, as we currently receive substantially all of our revenue from Continental under our capacity purchaseagreement.  Even absent such adverse factors as further economic recession, continuous U.S. military conflicts, decreasedconsumer demand, or increased fuel prices, Continental may find it necessary to further downsize their operations and furtherreduce expenses.  Therefore, Continental could reducethe level of their commitment or theirutilization of our aircraft under the capacity purchase agreement.  Additionally, beginning on July 1, 2003, Continental canprovide, at any time, a 12 months notice of its intention to reduce the number of our regional jets covered by the agreement. Under this provision, Continental is entitled to decline capacity with respect to any regional jets subject to our firm orders thatEmpresa Brasileira de Aeronautica S.A. (“Embraer”) has not delivered to us and up to 25%, over any rolling three-yearperiod, of our regional jets that have been delivered under an agreed upon methodology.  If Continental reduced its commitmentand its utilization of our aircraft under the capacity purchase agreement, our results of operations and financial condition couldbe adversely affected. For a detailed discussion of Continental’s results ofoperations, financial position and its current outlook, please see its report on Form 10-Q for the quarter ended June 30, 2003 asfiled with the SEC.  In particular, refer to Note 9 of the footnotes to the financial statements in such Form 10-Q, which setsforth Continental’s disclosure of its future minimum noncancellable commitments under the capacity purchase agreement. While we have no reason to believe, based on information currently available, that Continental will reduce its commitment orcapacity under the capacity purchase agreement, there can be no assurance that such circumstances will not occur in thefuture.

            Additionally, although asignificant portion of our costs, including those relating to fuel, aircraft rent and financing, substantially all regional jetengine maintenance, passenger related facility rent, administrative fees from Continental and ground handling expenses, arereimbursed by Continental at actual cost plus a 10% margin under the capacity purchase agreement, certain other costs such as laborand related fringe benefit costs, other maintenance and general and administrative costs provide risk exposure to us.  We arecurrently engaged in labor negotiations with our pilots.  At this time we cannot predict the outcome of thesenegotiations.

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**CERTAIN STATISTICAL INFORMATION**

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

|                                                                                    |  |  | **Three Months Ended June 30,** |                             |  |              |
|------------------------------------------------------------------------------------|--|--|---------------------------------|-----------------------------|--|--------------|
|                                                                                    |  |  |                                 | **Increase/****(Decrease)** |
|                                                                                    |  |  | **2003**                        | **2002**                    |  |
|                                                                                    |  |  |                                 |
|                                                                                    |  |  |                                 |                             |  |              |  |  |  |
| Revenue passenger miles (millions) (1)...................                          |  |  | 1,456                           |                             |  | 1,003        |  | 45.2 | % |
| Available seat miles (millions) (2)...........................                     |  |  | 2,073                           |                             |  | 1,533        |  | 35.2 | % |
| Passenger load factor (3).......................................                   |  |  | 70.2                            | %                           |  | 65.4         | % | 4.8 | pts |
| Operating cost per available seat mile (cents)........                             |  |  | 13.28                           |                             |  | 15.22        |  | (12.7 | %) |
| Average fuel cost, excluding fuel taxes,                                           |  |  |                                 |                             |  |              |  |  |  |
|    per available seat mile (cents)............................      |  |  | 1.70                            |                             |  | 1.61         |  | 5.6 | % |
| Average price per gallon of fuel excluding                                         |  |  |                                 |                             |  |              |  |  |  |
|    fuel taxes (cents).............................................. |  |  | 66.00                           |                             |  | 61.10        |  | 8.0 | % |
| Fuel gallons consumed (millions)..........................                         |  |  | 53.3                            |                             |  | 40.4         |  | 31.9 | % |
| Average length of aircraft flight (miles)....................                      |  |  | 482                             |                             |  | 408          |  | 18.1 | % |
| Block hours (thousands) (4)...................................                     |  |  | 145                             |                             |  | 125          |  | 16.0 | % |
| Actual aircraft in fleet at end of period....................                      |  |  | 212                             |                             |  | 178          |  | 19.1 | % |
| Average daily utilization of each aircraft (5)..............                       |  |  | 7 hr 45 min                     |                             |  | 7 hrs 53 min |  | (1.8 | %) |
| Controllable completion factor (6)...........................                      |  |  | 99.9                            | %                           |  | 99.9         | % | - |  |
| Completion factor................................................                  |  |  | 99.2                            | %                           |  | 99.1         | % | 0.1 | 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) |              | Average daily utilization of each aircraft is the average number of block hours per day that an aircraft flown in revenue serviceis operated (from gate departure to gate arrival).      |
| (6) |              | Controllable completion factor is the actual number of completed flights, excluding cancelled flights due to weather and airtraffic control, divided by the number of scheduled flights. |

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|                                                                                    |  |  | **Six Months Ended June 30,** |                             |  |              |
|------------------------------------------------------------------------------------|--|--|-------------------------------|-----------------------------|--|--------------|
|                                                                                    |  |  |                               | **Increase/****(Decrease)** |
|                                                                                    |  |  | **2003**                      | **2002**                    |
|                                                                                    |  |  |                               |
|                                                                                    |  |  |                               |                             |  |              |  |  |  |
| Revenue passenger miles (millions) (1)...................                          |  |  | 2,534                         |                             |  | 1,838        |  | 37.9 | % |
| Available seat miles (millions) (2)...........................                     |  |  | 3,840                         |                             |  | 2,956        |  | 29.9 | % |
| Passenger load factor (3).......................................                   |  |  | 66.0                          | %                           |  | 62.2         | % | 3.8 | pts |
| Operating cost per available seat mile (cents)........                             |  |  | 14.02                         |                             |  | 15.66        |  | (10.5 | %) |
| Average fuel cost, excluding fuel taxes,                                           |  |  |                               |                             |  |              |  |  |  |
|    per available seat mile (cents)............................      |  |  | 1.71                          |                             |  | 1.59         |  | 7.5 | % |
| Average price per gallon of fuel excluding                                         |  |  |                               |                             |  |              |  |  |  |
|    fuel taxes (cents).............................................. |  |  | 66.00                         |                             |  | 60.30        |  | 9.5 | % |
| Fuel gallons consumed (millions)..........................                         |  |  | 99.3                          |                             |  | 77.9         |  | 27.5 | % |
| Average length of aircraft flight (miles)....................                      |  |  | 471                           |                             |  | 403          |  | 16.9 | % |
| Block hours (thousands) (4)...................................                     |  |  | 274                           |                             |  | 247          |  | 10.9 | % |
| Actual aircraft in fleet at end of period....................                      |  |  | 212                           |                             |  | 178          |  | 19.1 | % |
| Average daily utilization of each aircraft (5)..............                       |  |  | 7 hr 34 min                   |                             |  | 7 hrs 53 min |  | (4.1 | %) |
| Controllable completion factor (6)...........................                      |  |  | 99.8                          | %                           |  | 99.8         | % | - |  |
| Completion factor................................................                  |  |  | 98.4                          | %                           |  | 99.1         | % | (0.7 | 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) |              | Average daily utilization of each aircraft is the average number of block hours per day that an aircraft flown in revenue serviceis operated (from gate departure to gate arrival).      |
| (6) |              | Controllable completion factor is the actual number of completed flights, excluding cancelled flights due to weather and airtraffic control, divided by the number of scheduled flights. |

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**LIQUIDITY AND CAPITAL COMMITMENTS**

            Our primary sources of liquidityare cash flow provided from our operations.  For the three and six months ended June 30, 2003, our operations provided $43.9million and $107.5 million, respectively, in cash flow.  This compares with $50.3 million and $79.3 million for the sameperiods in 2002.  Although our operations - as measured by available seat miles (ASM) - have grown over 29%(year-to-date)**,** our costs have not increased ratably as a result of our continuing efforts to reduce costs and to operate asefficiently as possible.  We continuously endeavor to provide cost effective services to Continental and to remain ascompetitive as possible compared to other regional air carriers.  However, we cannot ensure that our future costs will notincrease significantly, due to factors beyond our control.  For a detailed discussion regarding potential impacts to ourfuture costs, please see “Future Costs” included in this section below.

           During the first half of the year for 2003, we spent $22.5 million in flight and ground equipment.  For the remainderof the year, we expect capital expenditures for fleet (primarily relating to spare parts and engines) and non-fleet (primarilyrelating to software application and automation projects, facility improvements, maintenance and ground equipment) to beapproximately $30.0 million, in order to support our planned fleet deliveries and the increase in our flight schedules under ourcapacity purchase agreement with Continental.

            On May 23, 2003, we entered intoa loan agreement in which Export Development Canada (“EDC”) advanced $10.7 million to us and committed to advance up toan additional $7.3 million, subject to certain conditions.  The loan is secured by certain of our flight simulators andrelated flight simulator and flight data software and other equipment related to the simulators.  We utilized the $10.7million advance to reduce the principal under our note payable to Continental.  The amount due to EDC accrues interest attheforward six-month LIBOR plus 1.75% per annum.  The terms of each advance to us are 96months.  The financing arrangement has customary representations, warranties and covenants.  Additionally, Continentalguaranteed this loan, and a default under the guarantee would cause an acceleration of the loan.

            Our balance on our note payableto Continental on June 30, 2003 is $227.0 million.  In addition to the required quarterly principal and interest payments onour note on June 30 and the use of the advance described in the paragraph above, during the first six months ended June 30 2003, wemade voluntary pre-payments of our required principal and interest payments for September 30, 2003 and March 31, 2004 and partialpre-payments of our required principal for June 30, 2004 totaling $66.0 million.  We do not anticipate that we will not beable to meet future obligations related to the terms of this promissory note.  Additionally, we do not have any restrictionson our ability to incur additional indebtedness in the future under our promissory note with Continental.

            As of June 30, 2003, we also hadapproximately $5.5 million (including current maturities) of capital lease obligations.

            Other than the financingactivities described above, we do not have any other sources of long-term borrowings or available lines of credit. 

            We expect to fund our futurecapital commitments through internally generated funds together with general financings and aircraft financing transactions. However, there can be no assurance that sufficient financing will be available for all aircraft and other capital expenditures notcovered by firm financing commitments.

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******

***Relationship with Continental***

            We currently receivesubstantially all of our revenue from Continental under our capacity purchase agreement, pursuant to which Continental purchasesall of our capacity and pays us specified rates per block hour flown by our aircraft, together with certain incentive payments andreimbursements.  As a result, we are dependent on Continental and can be directly affected by its financial and operationalstrength. In addition, under the capacity purchase agreement, either Continental or wehave the right to “meet and confer” with the other regarding any material change in the underlying assumptionsregarding the cost of providing services under the capacity purchase agreement and whether the compensation provisions of thecapacity purchase agreement should be changed as a result of such change in assumptions.  Neither Continental nor we arerequired under the capacity purchase agreement to accept any of such changes in the compensation provision.

            Continental continues to hold53.1% of our outstanding common stock.  As announced previously by Continental, it intends to sell or otherwise dispose ofsome or all of its interest in our company, subject to market conditions.  Based on current information and our capacitypurchase agreement with Continental, we do not believe that Continental’s selling of its ownership interest will have anadverse impact on our results of operations or financial position.

            Beginning on July 1, 2003,Continental can provide at any time a 12 months notice of its intention to reduce the number of ourregional jets covered by our capacity purchase agreement with them.  Under this provision, Continental is entitled to declinecapacity with respect to any regional jets subject to our firm orders that Embraer has not delivered to us and up to 25%, over anyrolling three-year period, of our regional jets that have been delivered under an agreed upon methodology.  If Continentalreduces its commitment and its utilization of our aircraft under the capacity purchase agreement, our results of operations andfinancial condition could be adversely affected. While we have no reason to believe, basedon information currently available, that Continental will reduce its commitment or capacity under the capacity purchase agreement,there can be no assurance that such circumstances will not occur in the future.

***Purchase Commitments***

            As of June 30, 2003, we had firmcommitments to acquire 62 Embraer regional jets.  The estimated aggregate cost of these firm commitments is approximately$1.2****billion.  In addition, we expect to purchase up to 12 spare engines for approximately $32.9 million through thesecond quarter of 2006 related to the remaining aircraft on firm order.  We currently do not have any financing in place forthese spare engines.  We also have options to purchase an additional 100 Embraer regional jets.  We will not have anyobligation to take any of the aircraft under firm commitments if they are not financed by a third party and leased to eitherContinental or us. 

***Aircraft Leases***

            We have significant lease andsublease obligations for aircraft that are classified as operating leases, which are not reflected as assets and liabilities on ourbalance sheet.  These leases expire between 2013 and 2019.  As of June 30, 2003, our expected total minimum annual rentalpayments for 2003 under current and future non-cancelable aircraft operating leases are approximately $249.3 million.  Asubstantial portion of our aircraft is leased directly by Continental from third parties, and is in turn subleased to us. Continental defaulting under the current lease arrangements may adversely affect our access to our current and futureaircraft.  For detailed discussion regarding our delivery arrangements for our future aircraft,pleasesee our discussion on “Aircraft Leases” in our Management’sDiscussion and Analysis of Financial Condition and Results of Operations in Item 7, contained in our 2002 10-K.

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***Contractual Obligations and Commercial Commitments***

******

            The following table summarizesthe expected effect our debt and other contractual obligations have on our cash flows in the future periods.  This is anupdate of material changes to these commitments as discussed in Part II.  Item 7. Management’s Discussion and Analysisof Financial Condition and Results of Operations, “Liquidity and Capital Commitments- Contractual Obligations and CommercialCommitments” table in our 2002 10-K (in millions):

|                                                                         |   |           |        |   | **Payments Due**     |
|-------------------------------------------------------------------------|---|-----------|--------|---|----------------------|
|                                                                         |   |           |        |   |                      |
| **Contractual Obligations**                                             |   | **Total** |        |   | **Less than 1 year** |  |  | **1-3 Years** |  |  | **4-5 Years** |  |  | **Over 5 Years** |
|                                                                         |   |           |        |   |                      |  |  |  |  |  |  |  |  |  |
| Note payable to Continental Airlines (1) .............................. | $ | 238.7     |   | $ | 45.3                 |   | $ | 193.4 |   | $ | - |   | $ | - |
| Other long-term debt (2) ..........                                     |   | 12.7      |        |   | 0.7                  |  |  | 2.5 |  |  | 4.9 |  |  | 4.6 |
|                                                                         |   |           |        |   |                      |  |  |  |  |  |  |  |  |  |
| Total contractual cash obligations.............................         | $ | 251.4     |        | $ | 46.0                 |  | $ | 195.9 |  | $ | 4.9 |  | $ | 4.6 |
|                                                                         |   |           |        |   |                      |  |  |  |  |  |  |  |  |  |

| (1) |    | Our quarterly payment for principal and interest on our note payable to Continental is $27.9 million, to be paid through theearlier of March 31, 2007 or until the principal balance and any accrued unpaid interest are paid in full.  In May 2003, weused the $10.7 million proceed under our financing arrangement with EDC to reduce our principal owed to Continental.  On June30, 2003, we also made a discretionary prepayment of $40.0 million, which was applied to our March 31, 2004 payment and a portionof our June 30, 2004 payment.  The expected effect of our note payable on our cash flows is calculated based on the forwardthree-month LIBOR on June 27, 2003 plus 1.25% per annum and based on our current principal balance.  It includes principalpayments of $227.0 million and estimated interest payments of $11.7 million over the remaining life of the note payable.  SeeNote 6 – Long-term Debt in our Notes to Consolidated Financial Statements. |
|-----|--------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (2) |    | Other long-term debt represents our obligations for the first advance received under our loan agreement with EDC.  On May 23,2003, EDC advanced $10.7 million to us and committed to advance up to an additional $7.3 million, subject to certainconditions.  The term of each advance is 96 months.  See Note 6 – Long-term Debt in our Notes to ConsolidatedFinancial Statements.  The expected effect of our financing arrangement with EDC on ourfuture cash flow is calculated based on the forward six- month LIBOR on June 27, 2003 plus 1.75% per annum.                                                                                                                                                                                                                                                                                                                                                                                                                       |

***General Guarantees and Indemnifications***

            We are parties to many contracts,in which it is common for usto agree to indemnify third parties for liabilities that arise outof or relate to the subject matter of the contract.  We cannot estimate the potential amount of future payments under theseindemnities until events arise that would trigger a liability under the indemnities.  However, we expect that we would becovered by insurance for many such liabilities, subject to deductibles.

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******

***Future Costs***

            We remain committed tocontrolling our costs through continually identifying and executing cost saving initiatives; however, we believe that our costs maystill be adversely affected in the future by:

| · |                    | Changes in wages, salaries and related fringe benefit costs.  We are currently engaged in labornegotiations with our pilots.  At this time we cannot predict the outcome of these negotiations.  Additionally, webelieve that our fringe costs may change considering rising health care costs and updating our assumptions used for these costsbased on actual medical claims.                                                                                                                                                      |
|----------|--------------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| · |                    | 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.                                                                                                                                                                                                                                                                                                                                                                                 |
| · |     | 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 financingarrangements.                                                                                                                                                                                                                                                                                             |
| · |                    | Changes in cost of services currently provided by Continental at fixed rates under the capacity purchase agreement, which will berenegotiated in 2004 and become effective on January 1, 2005.  Even though Continental owns more than 50% of our common stock,we believe that Delaware law provides safeguard with respect to transactions with interested parties.  In addition, under thecapacity purchase agreement, if Continental and we cannot reach an agreement on the new rates, we will undergo arbitration with athird party. |

**Item 3.  Quantitative and Qualitative Disclosure About MarketRisk.**

            We have been and are subject tomarket risks, including commodity price risk (such as, to a limited extent, aircraft fuel prices) and interest rate risk.  Seethe Notes to Consolidated Historical Financial Statements included in our 2002 10-K for a description of our accounting policiesand other information related to these financial instruments.

***Aircraft Fuel***

            Effective January 1, 2001, weentered into the capacity purchase agreement, which expires December 31, 2010 (subject to extensions by Continental through 2030and its right to terminate the agreement without cause after January 1, 2007 upon 12 months' notice or for cause at any time), anda related fuel purchase agreement with Continental, which terminates when the capacity purchase agreement terminates.  Underthese agreements, Continental provides all of our aircraft fuel needs for the aircraft covered by the capacity purchase agreement,and we incur an expense equal to the lower of the actual cost of the fuel or an agreed-upon cap.  Our fuel expense for 2002was the lower of the actual cost of fuel or 61.1 cents per gallon, and thereafter is the lower of the actual cost of fuel or 66.0cents per gallon.  For the three and six months ended June 30, 2003, our cost of fuel was 66.0 cents per gallon versus 61.1and 60.3 for the same periods in 2002.  Under the capacity purchase agreement, we recover our fuel expense from Continentalwith a 10% margin.

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***Interest Rates***

           As of June 30, 2003, we had firm commitments to acquire 62 Embraer regional jets, which we expect to lease fromContinental.  Changes in interest rates may impact the actual cost to us for the related leasing transactions in thefuture.  However, under our capacity purchase agreement, our block hour rates will be adjusted higher or lower to reflect anychanges in our aircraft rental rates.  We also have potential exposure with respect to our note payable to Continental, whichbears interest at a floating rate of the three-month LIBOR plus 1.25% per annum capped at 3.5% in 2002, 5.4% in 2003 and 6.7% in2004.  Beyond 2004 there is no cap on the interest rate.  The interest rate applicable to this variable rate note 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 $1.6 million and $0.8 million (capped) in interest expense for the six months ended June 30,2003 and 2002.  We do not hold long-term interest-sensitive assets and therefore the valueof our assets is not subject to interest rate fluctuations.  We do not purchase or hold any derivative financial instrumentsto protect against the effects of changes in interest rates. 

**Item 4.  Controls and Procedures**

****

           On July 15, 2003, our Chief Executive Officer and Chief Financial Officer performed an evaluation of our disclosurecontrols and procedures, which have been designed to permit us to effectively identify and timely disclose importantinformation.  They concluded that the controls and procedures were effective.  Additionally, we have made no significantchanges in our internal controls or in other factors that could significantly affect our internal controls since July 15,2003.

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**PART II - OTHER INFORMATION**

****

**Item 1.        LegalProceedings.**

****

                  None.

****

**Item 2.        Changes inSecurities and Use of Proceeds.**

                  None.

**Item 3.        Defaults Upon SeniorSecurities.**

                  None.

**Item 4.        Submission ofMatters to a Vote of Security Holders.**

            The Company’s AnnualMeeting of Stockholders was held on May 7, 2003.  Janet Clarke was elected to our Board of Directors as a Class II directorwith 48,994,973 votes for and 8,996,120 votes withheld.  A proposal to approve the Company’s 2002 Stock Incentive Planwas approved with 55,252,061 votes for, 2,723,588 against, 15,444 abstentions and 4,442,557 broker non-votes.  A proposal toapprove the Company’s 2003 Employee Stock Purchase Plan was approved with 57,919,146 votes for, 57,328 against, 14,619abstentions and 4,442,557 broker non-votes.  Ratification of Ernst & Young LLP as our independent auditors received57,824,343 votes for, 155,413 against, 11,337 abstentions and 4,442,557 broker non-votes.

**Item 5.        OtherInformation.**

                  None.

**Item 6.        Exhibits and Reports onForm 8-K.**

                   (a)     Exhibits:

| 99.1 |    | Section 906 certification of periodic financial reports of ExpressJet Holdings, Inc. by Chief Executive Officer. |
|------|--------------|------------------------------------------------------------------------------------------------------------------|
| 99.2 |              | Section 906 certification of periodic financial reports of ExpressJet Holdings, Inc. by Chief Financial Officer. |

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                   (b)     Reports on Form 8-K:

| (i)   |     | Report dated April 1, 2003 reporting Item 5.  “Other Events”.  No financialstatements were filed with this report, which included a press release announcing March and year-to-date capacity and trafficperformance.                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|-------|--------------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (ii)  |                    | Report dated April 15, 2003 reporting Item 9.  “Regulation FD Disclosures”.  No financial statements werefiled with this report, which included (a) a press release reporting earnings for the first quarter ended March 31, 2003, (b) areconciliation of our non-GAAP financial measure disclosed in our annual report on Form 10-K for the year ended December 31, 2002,and (c) information relating to a Form 8-K filed by Continental Airlines, Inc. and its financial outlook for 2003.  The Form8-K included information regarding Continental Airlines, Inc. estimates for available seat miles growth, fuel gallons consumed andload factors for its Continental Express operations. |
| (iii) |                    | Report dated May 1, 2003 reporting Item 5. “Other Events”.  No financial statements were filed with this report,which included a press release announcing April and year-to-date capacity and traffic performance.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| (iv)  |                    | Report dated June 2, 2003 reporting Item 5. “Other Events”.  No financial statements were filed with this report,which included a press release announcing May and year-to-date capacity and traffic performance.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| (v)   |                    | Report dated June 5, 2003 reporting Item 9.  “Regulation FD Disclosure”. No financial statements were filed withthis report, which included information relating to a Form 8-K filed by Continental Airlines, Inc. and its financial outlook forthe remainder of 2003.  The Form 8-K included information regarding Continental Airlines, Inc. estimates for available seatmiles growth, fuel gallons consumed and load factors for its Continental Express operations.                                                                                                                                                                                                                           |

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**SIGNATURES**

            Pursuant to the requirements ofthe Securities Exchange Act of 1934, ExpressJet Holdings, Inc. has duly caused this report to be signed on its behalf by theundersigned hereunto duly authorized.

|                                                                                                    |                              | **EXPRESSJET HOLDINGS, INC.**(Registrant)                                                                                                                                                    |
|---------------------------------------------------------------------------------------------------------|--------------------------------------------------------------------------------------------------------------------------------------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  Date:  July 17, 2003             |                         | **/s/ Frederick S.Cromer                           ** |
|                                                                      | Frederick S. Cromer Vice President and Chief Financial Officer                                                                             |
|                                                                                                         |                                                                                                                                            |                                                                                                                                                                                              |
|  Date:  July 17, 2003                                                                    |                         | **/s/ PhungNgo-Burns                           **     |
|                                                                      | Phung Ngo-Burns Senior Director and Controller (Principal Accounting Officer)                                                              |

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| **CERTIFICATIONS**              |
|---------------------------------|
| I, James B. Ream, certify that: |
| 1.                              |  | I have reviewed this quarterly report on Form 10-Q of ExpressJet Holdings, Inc; |
| 2.                              |  | Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a materialfact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleadingwith respect to the period covered by this quarterly report; |
| 3.                              |  | Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly presentin all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, theperiods presented in this quarterly report; |
| 4.                              |    | The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls andprocedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have: |
|                                 |  | a) | designed such disclosure controls and procedures to ensure that material information relating to the registrant, including itsconsolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which thisquarterly report is being prepared; |
|                                 |  | b) | evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to thefiling date of this quarterly report (the “Evaluation Date”); and |
|                                 |  | c) | presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on ourevaluation as of the Evaluation Date; |
| 5.                              |  | The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation, to theregistrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalentfunctions): |
|                                 |  | a)    | all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’sability to record, process, summarize and report financial data and have identified for the registrant’s auditors anymaterial weaknesses in internal controls; and |
|                                 |  | b) | any fraud, whether or not material, that involves management or other employees who have a significant role in theregistrant’s internal controls; and |
| 6.                              |  | The registrant’s other certifying officers and I have indicated in this quarterly report whether or not there weresignificant changes in internal controls or in other factors that could significantly affect internal controls subsequent to thedate of our most recent evaluation, including any corrective actions with regard to significant deficiencies and materialweaknesses. |

|  Date:  July 17, 2003 |      | **/s/James B.Ream                   ** |
|--------------------------------------|--------------------------|---------------------------------------------------------------------------------------------------------------------------------------|
|                                      |                          | James B. Ream President and Chief Executive Officer                                                                                   |

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| **CERTIFICATIONS**                    |
|---------------------------------------|
| I, Frederick S. Cromer, certify that: |
| 1.                                    |  | I have reviewed this quarterly report on Form 10-Q of ExpressJet Holdings, Inc; |
| 2.                                    |  | Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a materialfact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleadingwith respect to the period covered by this quarterly report; |
| 3.                                    |  | Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly presentin all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, theperiods presented in this quarterly report; |
| 4.                                    |    | The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls andprocedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have: |
|                                       |  | a) | designed such disclosure controls and procedures to ensure that material information relating to the registrant, including itsconsolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which thisquarterly report is being prepared; |
|                                       |  | b) | evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to thefiling date of this quarterly report (the “Evaluation Date”); and |
|                                       |  | c) | presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on ourevaluation as of the Evaluation Date; |
| 5.                                    |  | The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation, to theregistrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalentfunctions): |
|                                       |  | a)    | all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’sability to record, process, summarize and report financial data and have identified for the registrant’s auditors anymaterial weaknesses in internal controls; and |
|                                       |  | b) | any fraud, whether or not material, that involves management or other employees who have a significant role in theregistrant’s internal controls; and |
| 6.                                    |  | The registrant’s other certifying officers and I have indicated in this quarterly report whether or not there weresignificant changes in internal controls or in other factors that could significantly affect internal controls subsequent to thedate of our most recent evaluation, including any corrective actions with regard to significant deficiencies and materialweaknesses. |

|  Date:  July 17, 2003 |                 | **/s/Frederick S.Cromer                   ** |
|--------------------------------------|--------------------------------------------------------------------------------------------|---------------------------------------------------------------------------------------------------------------------------------------------|
|                                      |                                                                                            | Frederick S. Cromer Vice President and Chief Financial Officer                                                                              |

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****

**INDEX TO EXHIBITSOFEXPRESSJET HOLDINGS, INC.**

****

| 99.1 |    | Section 906 certification of periodic financial reports of ExpressJet Holdings, Inc. by Chief Executive Officer. |
|------|--------------|------------------------------------------------------------------------------------------------------------------|
| 99.2 |              | Section 906 certification of periodic financial reports of ExpressJet Holdings, Inc. by Chief Financial Officer. |

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