THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR UNDER THE
SECURITIES LAWS OF ANY STATE.  ANY TRANSFER OF SUCH SECURITIES
WILL BE INVALID UNLESS A REGISTRATION STATEMENT UNDER THE ACT AND
AS REQUIRED BY BLUE SKY LAWS IS IN EFFECT AS TO SUCH TRANSFER OR
IN THE OPINION OF COUNSEL SATISFACTORY TO THE COMPANY SUCH
REGISTRATION IS UNNECESSARY IN ORDER FOR SUCH TRANSFER TO COMPLY
WITH THE ACT AND BLUE SKY LAWS.


                     VANGUARD AIRLINES, INC.

                     WARRANT FOR THE PURCHASE
                    OF SHARES OF COMMON STOCK

No. PB-33                                         August 12, 1996


     VANGUARD AIRLINES, INC., a Delaware corporation (the
"COMPANY"), hereby certifies that, for value received, ____________
__________ or any transferee who has received this warrant (the
"WARRANT") in compliance with applicable law and the terms hereof
(the "HOLDER"), is entitled, on the terms set forth below, to
purchase from the Company, during the Exercise Period (as defined
in Section 15 below) __________________________________________
(______) shares of Common Stock of the Company at a price
equal to the average of the closing sales prices of the Company's
Common Stock for the five (5) trading days prior to the Closing
Date (as defined in the Warrant Purchase Agreement) as quoted on
the Nasdaq SmallCap Market, subject to adjustment as provided
below (the "EXERCISE PRICE"). 

     1.   EXERCISE OF WARRANT.   

          1.1  GENERAL.  The holder may exercise this Warrant at
any time or from time to time on any business day during the
Exercise Period (as defined in Section 15 below), for Thirteen
thousand one hundred and twenty-five (13,125) shares or any
lesser number of shares of Common Stock purchasable hereunder. 

          The Holder may exercise any shares then exercisable by
surrendering this Warrant to the Company at its principal office,
with a duly executed Subscription Form (in substantially the form
attached hereto), together with payment of the sum obtained by
multiplying the number of shares of Common Stock to be purchased
by the Exercise Price then in effect.  Promptly after such
exercise, the Company shall issue and deliver to or upon the
order of the Holder a certificate or certificates for the number
of shares of Common Stock issuable upon such exercise, and the
Company will pay all issue or transfer taxes in connection with
the issue thereof.  To the extent permitted by law, this Warrant
shall be deemed to have been exercised immediately prior to the
close of business on the date of its surrender for exercise as
provided herein, even if the <PAGE> Company's stock transfer books are
at that time closed, and the Holder shall be treated for all
purposes as the holder of record of the Common Stock to be issued
upon such exercise as of the close of business on such date. 
Upon any partial exercise, the Company will issue to or upon the
order of the Holder a new Warrant for the number of shares of
Common Stock as to which this Warrant has not been exercised.

          1.2  NET ISSUE EXERCISE.  Notwithstanding any
provisions herein to the contrary, if the fair market value of
one share of the Common Stock subject to this Warrant is greater
than the Exercise Price (at the date of calculation as set forth
below), in lieu of exercising this Warrant for cash, the Holder
may elect to receive shares equal to the value (as determined
below) of this Warrant (or the portion thereof being canceled) by
surrender of this Warrant at the principal office of the Company
together with the properly endorsed Form of Subscription and
notice of such election in which event the Company shall issue to
the Holder a number of shares of Common Stock computed using the
following formula:

          X = Y (A-B)
                A

     Where X = the number of shares of Common Stock to be issued
               to the Holder

               Y =  the number of shares of Common Stock
                    purchasable under the Warrant or, if only a
                    portion of the Warrant is being exercised,
                    the portion of the Warrant being canceled (at
                    the date of such calculation)

               A =  the fair market value of one share of the
                    Common Stock (at the date of such
                    calculation)

               B =  Exercise Price (as adjusted to the date of
                    such calculation)

For purposes of the above calculation, fair market value of one
share of Common Stock shall be determined by the Company's Board
of Directors in good faith; provided, however, if there is a
public market for the Company's Common Stock, the fair market
value per share shall be the average of the closing sales prices
of the Company's Common Stock quoted on the Nasdaq National
Market or on the primary securities exchange on which the Common
Stock is then listed, whichever is applicable, as published in
the Wall Street Journal for the ten (10) trading days prior to
the date of determination of fair market value.

     2.   ADJUSTMENT OF EXERCISE PRICE AND NUMBER OF WARRANT
SHARES.  The Exercise Price and the number of shares of Common
Stock subject to this Warrant shall be subject to adjustment from
time to time as follows:


<PAGE>


          2.1  ADJUSTMENT FOR CHANGE IN CAPITAL STOCK.  If at any
time the Company:

               i.   pays a dividend or makes a distribution on
                    its Common Stock in shares of its Common
                    Stock;

               ii.  subdivides its outstanding shares of Common
                    Stock into a greater number of shares;

               iii. combines its outstanding shares of Common
                    Stock into a smaller number of shares;

               iv.  makes a distribution on its Common Stock in
                    shares of its capital stock other than Common
                    Stock; or

               v.   issues by reclassification of its Common
                    Stock any shares of its capital stock;

then the Exercise Price in effect immediately prior to such
action shall be adjusted so that the Holder may receive upon
exercise of the Warrant and payment of the same aggregate
consideration the number of shares of capital stock of the
Company which the Holder would have owned immediately following
such action if the Holder had exercised the Warrant immediately
prior to such action.

          The adjustment shall become effective immediately after
the record date in the case of a dividend or distribution and
immediately after the effective date in the case of a
subdivision, combination or reclassification.  

          2.2  REORGANIZATION, CONSOLIDATION OR MERGER.  Subject
to the provisions of Section 15, in the event of any
consolidation or merger of the Company with or into another
corporation (other than a merger in which merger the Company is
the continuing corporation and that does not result in any
reclassification, capital reorganization or other change of
outstanding shares of Common Stock issuable upon exercise of this
Warrant) or in the event of any sale, lease, transfer or
conveyance to another corporation of the property and assets of
the Company as an entirety or substantially as an entirety, the
Company shall cause effective provisions to be made so that the
Holder shall have the right thereafter, by exercising this
Warrant, to purchase the kind and amount of shares of stock and
other securities and property (including cash) receivable upon
such capital reorganization and other change, consolidation,
merger, sale, lease, transfer or conveyance by a holder of the
number of shares of Common Stock that might have been received
upon exercise of this Warrant immediately prior to such capital
reorganization, change, consolidation, merger, sale, lease,
transfer or conveyance. Any such provision shall include
provisions for adjustments in respect of such shares of stock and
other securities and property that shall be as nearly equivalent
as may be practicable to the adjustments provided for in this
Warrant.  The foregoing provisions of this Section 2.2 shall
similarly apply to successive capital reorganizations and changes
of shares of Common Stock and to successive consolidations,
mergers, sales, leases, transfers or conveyances.  In the event
that in connection with any such <PAGE> capital reorganization, or
change, consolidation, merger, sale, lease, transfer or
conveyance, additional shares of Common Stock shall be issued in
exchange, conversion, substitution or payment, in whole or in
part, for, or of, a security of the Company other than Common
Stock, any such issue shall be treated as an issue of Common
Stock covered by the provisions of Section 2.1.

          2.3  MINIMAL ADJUSTMENTS.  No adjustment in the
Exercise Price and/or the number of shares of Common Stock
subject to this Warrant need be made if such adjustment would
result in a change in the Exercise Price of less than five cents
($0.05) (the "ADJUSTMENT THRESHOLD AMOUNT") or a change in the
number of subject shares of less than one (1) share.  Any
adjustment which is less than the Adjustment Threshold Amount and
not made shall be carried forward and shall be made, together
with any subsequent adjustments, at the time when (a) the
aggregate amount of all such adjustments is equal to at least the
Adjustment Threshold Amount or (b) the Warrant is exercised.

          2.4  DEFERRAL OF ISSUANCE OR PAYMENT.  In any case in
which an event covered by this Section 2 shall require that an
adjustment in the Exercise Price be made effective as of a record
date, the Company may elect to defer until the occurrence of such
event (i) issuing to the Holder, if this Warrant is exercised
after such record date, the shares of Common Stock and other
capital stock of the Company, if any, issuable upon such exercise
over and above the shares of Common Stock or other capital stock
of the Company, if any, issuable upon such exercise on the basis
of the Exercise Price in effect prior to such adjustment, and
(ii) paying to the Holder by check any amount in lieu of the
issuance of fractional shares pursuant to Section 6.

          2.5  WHEN NO ADJUSTMENT REQUIRED.  No adjustment need
be made for a change in the par value or no par value of the
Common Stock.  To the extent the Warrants become exercisable into
cash, no adjustment need be made thereafter as to the cash, and
interest will not accrue on the cash.

          2.6  CERTIFICATE AS TO ADJUSTMENTS.  Upon the
occurrence of each adjustment or readjustment of the Exercise
Price pursuant to this Section 2, the Company, at its expense,
shall promptly compute such adjustment or readjustment in
accordance with the terms hereof and prepare and furnish to the
Holder a certificate setting forth such adjustment or
readjustment and showing the facts upon which such adjustment or
readjustment is based.  The Company shall, upon written request
at any time of the Holder, furnish or cause to be furnished to
the Holder a like certificate setting forth (a) such adjustments
and readjustments, (b) the then effective Exercise Price and
number of shares of Common Stock subject to the Warrant, and (c)
the then effective amount of securities (other than Common Stock)
and other property, if any, which would be received upon exercise
of the Warrant.

     3.   REGISTRABLE SECURITIES.  The shares of Common Stock
issuable upon exercise of this Warrant shall be deemed to be
"Registrable Securities" for purposes of that certain Amended and
Restated Investor Rights Agreement, dated as of August 24, 1994,
among the Company and the persons named therein (the "Investors'
Rights Agreement"), and the holder of such shares shall have all
the rights, subject to all the obligations, of a holder of
Registrable Securities pursuant to <PAGE> the Investors' Rights
Agreement, and shall be treated for all purposes as a holder of
Registrable Securities under and subject to the terms of the
Investor Rights Agreement.

     4.   RIGHTS OF THE HOLDER.  The Holder shall not, by virtue
hereof, be entitled to any rights of a stockholder in the
Company, either at law or equity, and the rights of the Holder
are limited to those expressed in this Warrant.  Nothing
contained in this Warrant shall be construed as conferring upon
the Holder hereof the right to vote or to consent or to receive
notice as a stockholder of the Company on any matters or with
respect to any rights whatsoever as a stockholder of the Company. 
No dividends or interest shall be payable or accrued in respect
of this Warrant or the interest represented hereby or the shares
of Common Stock purchasable hereunder until, and only to the
extent that, this Warrant shall have been exercised in accordance
with its terms.

     5.   NO IMPAIRMENT.  The Company will not, by any voluntary
action, avoid or seek to avoid the observance or performance of
any of the terms of this Warrant, but will at all times in good
faith assist in the carrying out of all such terms and in the
taking of all such action as may be necessary or appropriate in
order to protect the rights of the Holder against dilution or
other impairment. 

     6.   NO FRACTIONAL SHARES.  No fractional share shall be
issued upon exercise of this Warrant.  The Company shall, in lieu
of issuing any fractional share, pay the Holder entitled to such
fraction a sum in cash equal to the fair market value of such
fraction on the date of exercise (as determined in good faith by
the Board of Directors of the Company). The fair market value of
a fraction of a share is determined by multiplying the fair
market price of a full share by the fraction of a share, rounded
to the nearest cent.  

     7.   RESERVATION OF STOCK ISSUABLE ON EXERCISE OF WARRANT. 
The Company will at all times reserve and keep available, solely
for issuance and delivery upon the exercise of this Warrant,
all such shares of Common Stock or other shares of capital stock,
from time to time issuable upon the exercise of this Warrant.  If
at any time the number of authorized but unissued shares of
Common Stock shall not be sufficient to effect the exercise of
this Warrant, the Company will use its best efforts to take such
corporate action as may, in the opinion of its counsel, be
necessary to increase its authorized but unissued shares of
Common Stock to such number of shares as shall be sufficient for
such purposes.  All shares that may be issued upon exercise of
the rights represented by this Warrant and payment of the
Exercise Price, all as set forth herein, will be free from all
taxes, liens and charges in respect of the issue of such shares
(other than taxes in respect of any transfer occurring
contemporaneously with such exercise and payment or otherwise
specified herein).  All such shares shall be duly authorized and
when issued, sold and delivered in accordance with the terms of
the Warrant for the consideration expressed herein, will be duly
and validly issued, fully paid and nonassessable, and will be
free of restrictions on transfer other than restrictions on
transfer set forth in this Warrant, the Investors Rights
Agreement and applicable state and federal securities laws.

     8.   NOTICES OF RECORD DATE.  Upon (a) any taking by the
Company of a record of the holders of any class of securities for
the purpose of determining the holders thereof who are <PAGE> entitled
to receive any dividend or other distribution or (b) any capital
reorganization of the Company, any reclassification or
recapitalization of the capital stock of the Company, any merger
or consolidation of the Company with or into any other
corporation, or any transfer of all or substantially all the
assets of the Company to any other person, or any voluntary or
involuntary dissolution, liquidation or winding up of the
Company, the Company shall mail to each Holder at least ten (10)
days, or such longer period as is required by law, prior to the
record date, a notice specifying (i) the date on which any such
record is to be taken for the purpose of such dividend or
distribution and a description of such dividend or distribution,
(ii) the date on which any such reorganization, reclassification,
transfer, consolidation, merger, dissolution, liquidation or
winding up is expected to become effective, and (iii) the date,
if any, that is to be fixed as to when the holders of record of
Common Stock (or other capital stock at that time receivable upon
exercise of the Warrant) shall be entitled to exchange their
shares of Common Stock (or such other stock or securities) for
securities or other property deliverable upon such
reorganization, reclassification, transfer, consolidation,
merger, dissolution, liquidation or winding up.

     9.   EXCHANGES OF WARRANT.  Upon surrender for exchange of
this Warrant (in negotiable form, if not surrendered by the
Holder named on the face hereof) to the Company at its principal
office, the Company, at its expense, will issue and deliver a new
Warrant or Warrants calling in the aggregate for the same number
of shares of Common Stock, in the denomination or denominations
requested, to or on the order of such Holder upon payment by such
Holder of any applicable transfer taxes; PROVIDED that any
transfer of the Warrant shall be subject to the conditions on
transfer set forth herein. 

     10.  REPLACEMENT OF WARRANT.  Upon receipt of evidence
reasonably satisfactory to the Company of the loss, theft,
destruction or mutilation of this Warrant, and (in the case of
loss, theft or destruction) upon delivery of an indemnity
agreement in such reasonable amount as the Company may determine,
or (in the case of mutilation) upon surrender and cancellation
hereof, the Company, at its expense, shall issue a replacement.

     11.  NOTICES.  All notices and other communications from the
Company to the Holder shall be mailed by overnight courier or by
first-class, registered or certified mail, postage prepaid, to
the address furnished to the Company in writing by the last
Holder who has furnished an address to the Company in writing. 
Notice shall be deemed given one (1) day after deposit with an
overnight courier service, three (3) days after deposit in the
mails as aforesaid or upon delivery if personally delivered.

     12.  MODIFICATION; WAIVER.  Neither this Warrant nor any
term hereof may be changed, waived, discharged or terminated
orally, but only by an instrument in writing signed by the party
against which enforcement of the change, waiver, discharge or
termination is sought.

     13.  HEADINGS.  The headings in this Warrant are for
purposes of convenience of reference only, and shall not be
deemed to constitute a part hereof.

     14.  GOVERNING LAW.  This Warrant shall be construed in
accordance with and governed by the laws of the State of
Delaware.

<PAGE>

     15.  EXERCISABILITY PERIOD.  The Holder may exercise this
Warrant at any time after January 30, 1997 and before the
Expiration Time (as hereinafter defined) (the "Exercise Period").
This Warrant will be wholly void and of no effect after the time
(the "Expiration Time") which is the earlier of (a) 5:00 p.m.
(Kansas City time) August 12, 2006, (b) the effective time of a
merger or reorganization following which the stockholders of the
Company immediately prior to such transaction own after such
transaction less than fifty percent (50%) of the equity
securities of the surviving corporation (or its parent, if any),
or (c) the effective time of a sale of all or substantially all
of the assets of the Company.

     16.  TRANSFER RESTRICTIONS.  The Company is relying upon an
exemption from registration of this Warrant and the shares of
Common Stock issuable upon exercise hereof under the Act and
applicable state securities laws.  The Holder by acceptance
hereof represents that the Holder understands that neither this
Warrant nor the Common Stock issuable upon exercise hereof has
been registered with the Securities and Exchange Commission nor
under any state securities law.  By acceptance hereof, the Holder
represents and warrants that (a) it is acquiring the Warrant (and
the shares of Common Stock) for its own account for investment
purposes and not with a view to distribution, (b) has received
all such information as the Holder deems necessary and
appropriate to enable the Holder to evaluate the financial risk
inherent in making an investment in the Company, and satisfactory
and complete information concerning the business and financial
condition of the Company in response to all inquiries in respect
thereof, (c) the Holder's acquisition of shares upon exercise
hereof will be a highly speculative investment, (d) the Holder is
able, without impairing its financial condition, to hold such
shares for an indefinite period of time and to suffer a complete
loss of the Holder's investment, and (e) the Holder has such
knowledge and experience in financial and business matters that
it is capable of evaluating the merits and risks of acquisition
of this Warrant and the shares issuable upon exercise hereof and
of making an informed investment decision with respect thereto.  

     This Warrant may not be exercised and neither this Warrant
nor any of the shares issuable upon exercise of the Warrant, nor
any interest in either, may be sold, assigned, pledged,
hypothecated, encumbered or in any other manner transferred or
disposed of, in whole or in part, except in compliance with
applicable United States federal and state securities or Blue Sky
laws and the terms and conditions hereof.  Each Warrant or each
certificate representing shares of Common Stock or other
securities issued upon exercise of this Warrant shall have
conspicuously endorsed on its face, at the time of its issuance,
such legends as counsel to the Company deems necessary or
appropriate, including without limitation the legend set forth on
the top of the first page of this Warrant.  Any certificate for
any securities issued at any time in exchange or substitution for
any certificate for any shares of Common Stock or Common Stock
bearing such legend shall also bear such legend unless, in the
opinion of counsel for the Company, the securities represented
thereby need no longer be subject to the restriction contained
herein.  In addition to those restrictions on transfer imposed by
the Act and other applicable securities laws, this Warrant may
not be sold or transferred unless to (i) an underwriter
acceptable to the Company for immediate exercise by such
underwriter in connection with a fully underwritten public
offering of the Company's Common Stock underlying this Warrant,
(ii) any entity who acquires the Holder or substantially all of
its assets, or (iii) an Affiliate of the Holder (as that term is
defined in Rule <PAGE> 144(a)(1) of the Act). The provision of this
Section 16 shall be binding upon all subsequent holders of
certificates for shares of Common Stock or Common Stock bearing
such legends and all subsequent holders of this Warrant, if any.

     In Witness Whereof, the Company has caused this Warrant to
be duly executed and delivered on the date first set forth above.

                              VANGUARD AIRLINES, INC.



                              By:______________________________
                                   Brian S. Gillman
                                   Vice President and General
                                   Counsel



<PAGE>



                        SUBSCRIPTION FORM


[To be executed if holder desires to exercise the Warrant]


     The undersigned, holder of this Warrant, (1) hereby
irrevocably elects to exercise the right of purchase represented
by this Warrant for, and to purchase thereunder, ______________ 
full shares of the Common Stock of VANGUARD AIRLINES, INC.
provided for therein, (2) makes payment in full (as permitted in
Section 1 of the Warrant) of the purchase price of such shares,
(3) requests that certificates for such shares be issued in the
name of 

 ________________________________________________________________
                 (Please print name and address)


 ________________________________________________________________
   (Please insert social security or other identifying number)

and (4) if said number of shares shall not be all the shares
purchasable thereunder, requests that a new Warrant for the
unexercised portion of this Warrant be issued in the name of and
delivered to:

 ________________________________________________________________

 ________________________________________________________________
                 (Please print name and address)



Dated:__________________________                                 


                                   By:__________________________

                                   _____________________________
                                             Title