SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                               -------------------

                                    FORM 10-Q


(Mark One)
[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT  OF  1934

For  the  quarterly  period  ended      September 30, 2005
                                  ---------------------------------------------

                                       OR

[_]  TRANSITION  REPORT  PURSUANT  TO  SECTION  13  OR  15(d)  OF THE SECURITIES
     EXCHANGE  ACT  OF  1934

For  the  transition  period  from                    to
                                  --------------------  -----------------------

                         Commission file number  0-16079
                                                --------

                             AIR METHODS CORPORATION
                             -----------------------
             (Exact name of Registrant as Specified in Its Charter)


                  Delaware                              84-0915893
                  --------                              ----------
      (State or Other Jurisdiction of                 (IRS Employer
       Incorporation or Organization)              Identification Number)


  7301  South  Peoria,  Englewood,  Colorado               80112
  ------------------------------------------               -----
 (Address  of  Principal  Executive  Offices)           (Zip  Code)


        Registrant's Telephone Number, Including Area Code (303) 792-7400
                                                           --------------


     Former Name, Former Address and Former Fiscal Year, if Changed Since Last
                                  Report:  N/A


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding  12  months  (or  for such shorter period that the registrant was
required  to  file  such  reports),  and  (2)  has  been  subject to such filing
requirements  for  the  past  90  days.
Yes   X       No
     ---         ---

Indicate  by  check  mark  whether  the  registrant  is an accelerated filer (as
defined  in  Rule  12b-2  of  the  Exchange  Act).  Yes   X  No
                                                         ---    ---

Indicate  by check mark whether the registrant is a shell company (as defined in
Rule  12b-2  of  the  Exchange  Act).  Yes      No  X
                                           ---     ---

The  number of shares of Common Stock, par value $.06, outstanding as of October
28,  2005,  was  11,052,055.


<PAGE>
<TABLE>
<CAPTION>
                                    TABLE OF CONTENTS



PART I.     FINANCIAL INFORMATION
<S>         <C>      <C>                                                               <C>
            Item 1.  Consolidated Financial Statements

                     Consolidated Balance Sheets - September 30, 2005 and
                       December 31, 2004 (unaudited)                                    1

                     Consolidated Statements of Operations for the three and nine
                       months ended September 30, 2005 and 2004 (unaudited)             3

                     Consolidated Statements of Cash Flows for the nine months ended
                       September 30, 2005 and 2004 (unaudited)                          5

                     Notes to Consolidated Financial Statements (unaudited)             7

            Item 2.  Management's Discussion and Analysis of Financial Condition
                     and Results of Operations                                         14

            Item 3.  Quantitative and Qualitative Disclosures about Market Risk        26

            Item 4.  Controls and Procedures                                           27


PART II.             OTHER INFORMATION

            Item 1.  Legal Proceedings                                                 28

            Item 2.  Changes in Securities                                             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                                                          28


SIGNATURES                                                                             29
</TABLE>


<PAGE>
<TABLE>
<CAPTION>
                                   PART I: FINANCIAL INFORMATION

                             ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS

                             AIR METHODS CORPORATION AND SUBSIDIARIES

                                    CONSOLIDATED BALANCE SHEETS
                           (AMOUNTS IN THOUSANDS, EXCEPT SHARE AMOUNTS)
                                            (UNAUDITED)

                                                                     SEPTEMBER 30,   DECEMBER 31,
                                                                         2005            2004
                                                                    ------------------------------
<S>                                                                 <C>              <C>
Assets
------

Current assets:
  Cash and cash equivalents                                         $        3,066          2,603
  Current installments of notes receivable                                      64             61
  Receivables:
    Trade                                                                  122,976         89,218
    Less allowance for doubtful accounts                                   (42,739)       (26,040)
                                                                    ------------------------------
                                                                            80,237         63,178
    Other                                                                    2,284          4,520
                                                                    ------------------------------
      Total receivables                                                     82,521         67,698
                                                                    ------------------------------

  Inventories                                                                9,128          8,667
  Work-in-process on medical interiors and products contracts                1,550            645
  Assets held for sale                                                          --          5,705
  Costs and estimated earnings in excess of billings on
    uncompleted contracts                                                    2,611          2,938
  Prepaid expenses and other                                                 2,437          2,686
                                                                    ------------------------------

      Total current assets                                                 101,377         91,003
                                                                    ------------------------------

Property and equipment:
  Land                                                                         190            190
  Flight and ground support equipment                                      140,700        137,742
  Furniture and office equipment                                            12,532         11,805
                                                                    ------------------------------
                                                                           153,422        149,737
  Less accumulated depreciation and amortization                           (60,704)       (52,985)
                                                                    ------------------------------

      Net property and equipment                                            92,718         96,752
                                                                    ------------------------------

Goodwill                                                                     6,485          6,485
Notes receivable, less current installments                                    116            572
Other assets, net of accumulated amortization of $2,585 and $2,108
  at September 30, 2005 and December 31, 2004, respectively                  9,377          9,911
                                                                    ------------------------------

      Total assets                                                  $      210,073        204,723
                                                                    ==============================

                                                                                       (Continued)
</TABLE>


                                        1
<PAGE>
<TABLE>
<CAPTION>
                            AIR METHODS CORPORATION AND SUBSIDIARIES

                             CONSOLIDATED BALANCE SHEETS, CONTINUED
                   (AMOUNTS IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
                                           (UNAUDITED)


                                                                    SEPTEMBER 30,   DECEMBER 31,
                                                                         2005           2004
                                                                    ----------------------------
<S>                                                                 <C>             <C>
Liabilities and Stockholders' Equity
------------------------------------

Current liabilities:
  Notes payable                                                     $           --         5,105
  Current installments of long-term debt (note 3)                           11,331         6,041
  Current installments of obligations under capital leases                     563           410
  Accounts payable                                                           8,151         7,193
  Deferred revenue                                                           3,216         3,883
  Billings in excess of costs and estimated earnings on
    uncompleted contracts                                                      262           309
  Accrued wages and compensated absences                                     8,137         3,668
  Deferred income taxes                                                      1,771         4,387
  Due to third party payers                                                  2,105         2,867
  Other accrued liabilities                                                  5,190         8,291
                                                                    ----------------------------

      Total current liabilities                                             40,726        42,154

Long-term debt, less current installments (note 3)                          59,887        72,693
Obligations under capital leases, less current installments                    459           249
Deferred income taxes                                                       16,306         8,284
Other liabilities                                                           11,027         8,264
                                                                    ----------------------------

      Total liabilities                                                    128,405       131,644
                                                                    ----------------------------

Stockholders' equity (note 5):
  Preferred stock, $1 par value.  Authorized 5,000,000 shares,
    none issued                                                                 --            --
  Common stock, $.06 par value. Authorized 16,000,000 shares;
    issued 11,052,055 and 10,997,380 shares at September 30, 2005
    and December 31, 2004, respectively                                        663           660
  Additional paid-in capital                                                65,187        64,955
  Retained earnings                                                         15,818         7,464
  Treasury stock at par, 4,040 common shares at
    December 31, 2004                                                           --            --
                                                                    ----------------------------

      Total stockholders' equity                                            81,668        73,079
                                                                    ----------------------------

      Total liabilities and stockholders' equity                    $      210,073       204,723
                                                                    ============================
<FN>
See accompanying notes to consolidated financial statements.
</TABLE>


                                        2
<PAGE>
<TABLE>
<CAPTION>
                                 AIR METHODS CORPORATION AND SUBSIDIARIES

                                   CONSOLIDATED STATEMENTS OF OPERATIONS
                        (AMOUNTS IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
                                                (UNAUDITED)


                                                             THREE MONTHS ENDED       NINE MONTHS ENDED
                                                                SEPTEMBER 30,           SEPTEMBER 30,
                                                          ------------------------------------------------
                                                             2005         2004        2005        2004
                                                          ------------------------------------------------
<S>                                                       <C>          <C>         <C>         <C>
Revenue:
  Flight revenue                                          $   88,094      66,958     240,917      199,396
  Sales of medical interiors and products                      2,415       1,973       5,739        5,358
  Parts and maintenance sales and services                        24          18          70           84
  Gain on disposition of assets, net                               5          --          --           --
                                                          ------------------------------------------------
                                                              90,538      68,949     246,726      204,838
                                                          ------------------------------------------------
Operating expenses:
  Flight centers                                              28,265      23,979      80,542       70,142
  Aircraft operations                                         16,119      16,081      47,857       44,688
  Aircraft rental                                              4,608       3,911      13,370       10,773
  Medical interiors and products sold                          1,626         641       3,622        1,818
  Cost of parts and maintenance sales and services                23          19          88          103
  Depreciation and amortization                                3,022       2,729       8,890        8,140
  Bad debt expense                                            17,834       8,926      44,181       34,147
  Loss on disposition of assets, net                              --           8         376           34
  General and administrative                                   9,146       8,643      26,974       24,156
                                                          ------------------------------------------------
                                                              80,643      64,937     225,900      194,001
                                                          ------------------------------------------------

      Operating income                                         9,895       4,012      20,826       10,837

Other income (expense):
  Interest expense                                            (1,228)     (1,816)     (4,646)      (5,936)
  Loss on early extinguishment of debt (note 3)                   --          --      (3,104)          --
  Other, net                                                     361         182         694          745
                                                          ------------------------------------------------

Income before income tax expense and cumulative effect
  of change in accounting principle                            9,028       2,378      13,770        5,646

Income tax expense                                             3,530         926       5,416        2,220
                                                          ------------------------------------------------

Income before cumulative effect of change in accounting
  principle                                                    5,498       1,452       8,354        3,426

Cumulative effect of change in method of accounting for
  maintenance costs, net of income taxes  (note 2)                --          --          --        8,595

                                                          ------------------------------------------------
      Net income                                          $    5,498       1,452       8,354       12,021
                                                          ================================================

                                                                                             (Continued)
</TABLE>


                                        3
<PAGE>
<TABLE>
<CAPTION>
                                 AIR METHODS CORPORATION AND SUBSIDIARIES

                             CONSOLIDATED STATEMENTS OF OPERATIONS, CONTINUED
                        (AMOUNTS IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
                                                (UNAUDITED)


                                                             THREE MONTHS ENDED       NINE MONTHS ENDED
                                                                SEPTEMBER  30,          SEPTEMBER  30,
                                                           -----------------------------------------------
                                                              2005         2004        2005        2004
                                                           -----------------------------------------------
<S>                                                        <C>          <C>         <C>         <C>
Basic income per common share (note 4):
  Income before cumulative effect of change in accounting
    principle                                              $       .50         .13         .76         .32
  Cumulative effect of change in method of accounting for
    maintenance costs, net of income taxes                          --          --          --         .79
                                                           -----------------------------------------------
  Net income                                               $       .50         .13         .76        1.11
                                                           ===============================================

Diluted income per common share (note 4):
  Income before cumulative effect of change in accounting
    principle                                              $       .47         .13         .72         .30
  Cumulative effect of change in method of accounting for
    maintenance costs, net of income taxes                          --          --          --         .76
                                                           -----------------------------------------------
  Net income                                               $       .47         .13         .72        1.06
                                                           ===============================================

Weighted average number of common shares outstanding -
basic                                                       11,034,754  10,921,369  11,020,936  10,873,783
                                                           ===============================================

Weighted average number of common shares outstanding -
diluted                                                     11,634,024  11,296,854  11,536,716  11,272,876
                                                           ===============================================
<FN>
See accompanying notes to consolidated financial statements.
</TABLE>


                                        4
<PAGE>
<TABLE>
<CAPTION>
                                       AIR METHODS CORPORATION AND SUBSIDIARIES

                                         CONSOLIDATED STATEMENTS OF CASH FLOWS
                                                (AMOUNTS IN THOUSANDS)
                                                      (UNAUDITED)

                                                                                    NINE MONTHS ENDED SEPTEMBER 30,
                                                                               ---------------------------------------
                                                                                      2005                 2004
                                                                               ---------------------------------------
<S>                                                                            <C>                  <C>
Cash flows from operating activities:
  Net income                                                                   $            8,354              12,021
  Adjustments to reconcile net income to net cash provided by operating
    activities:
    Depreciation and amortization expense                                                   8,890               8,140
    Bad debt expense                                                                       44,181              34,147
    Deferred income tax expense                                                             5,406               2,229
    Loss on retirement and sale of equipment, net                                             376                  34
    Loss on early extinguishment of debt                                                    3,104                  --
    Cumulative effect of change in method of accounting for maintenance                        --              (8,595)
    Changes in assets and liabilities:
      Decrease (increase) in prepaid expenses and other current assets                        300                (715)
      Increase in receivables                                                             (59,004)            (37,243)
      Decrease (increase) in inventories                                                     (461)                264
      Increase in work-in-process on medical interiors and costs in excess of
        billings                                                                             (578)               (496)
      Increase in accounts payable, other accrued liabilities, and other
        liabilities                                                                         4,327               1,874
      Increase (decrease) in deferred revenue and billings in excess of costs                (714)              1,517
                                                                               ---------------------------------------
          Net cash provided by operating activities                                        14,181              13,177
                                                                               ---------------------------------------

Cash flows from investing activities:
  Acquisition of property and equipment                                                    (3,878)             (9,378)
  Proceeds from disposition and sale of equipment                                           1,070               1,217
  Decrease (increase) in notes receivable and other assets                                   (341)              1,447
                                                                               ---------------------------------------
          Net cash used by investing activities                                            (3,149)             (6,714)
                                                                               ---------------------------------------

                                                                                                         (Continued)
</TABLE>


                                        5
<PAGE>
<TABLE>
<CAPTION>
                       AIR METHODS CORPORATION AND SUBSIDIARIES

                   CONSOLIDATED STATEMENTS OF CASH FLOWS, CONTINUED
                                (AMOUNTS IN THOUSANDS)
                                     (UNAUDITED)

                                                     NINE MONTHS ENDED SEPTEMBER 30,
                                                  -----------------------------------
                                                        2005               2004
                                                  -----------------------------------
<S>                                               <C>                <C>
Cash flows from financing activities:
  Proceeds from issuance of common stock, net     $            235               771
  Payments for purchases of common stock                        --              (453)
  Net repayments under line of credit                         (353)              (86)
  Proceeds from issuance of long-term debt                  20,000             8,531
  Payments for debt issue costs                               (431)             (435)
  Payments of long-term debt                               (28,171)          (12,317)
  Debt retirement costs                                     (1,380)               --
  Payments of capital lease obligations                       (469)             (587)
                                                  -----------------------------------
      Net cash used by financing activities                (10,569)           (4,576)
                                                  -----------------------------------

Increase in cash and cash equivalents                          463             1,887

Cash and cash equivalents at beginning of period             2,603             5,574
                                                  -----------------------------------

Cash and cash equivalents at end of period        $          3,066             7,461
                                                  ===================================
</TABLE>


Non-cash investing and financing activities:

In  the  nine months ended September 30, 2005, the Company settled notes payable
of  $5,105  in  exchange  for  the  aircraft securing the debt. The Company also
settled  a  note payable totaling $346 by applying a purchase deposit against it
and  entered  into a note payable of $396 to finance insurance policies and into
capital lease obligations of $832 to finance the purchase of equipment.

In  the  nine  months  ended September 30, 2005, the Company wrote off $1,724 in
debt  origination  costs  and  note  discount  related  to the retirement of its
subordinated  debt.

Effective  January  1,  2004,  the  Company changed its method of accounting for
major  engine  and  airframe component overhaul costs from the accrual method of
accounting  to  the direct expense method. Accordingly, the Company reversed its
major  overhaul  accrual  totaling $33,809 for all owned and leased aircraft and
reversed the remaining capitalized maintenance included in fixed assets relating
to  used  aircraft purchases totaling $19,719, with the balance reflected as the
cumulative  effect  of change in accounting principle of $8,595 ($14,090, net of
income  taxes  of  $5,495).

In  the nine months ended September 30, 2004, the Company settled a note payable
totaling  $424  by  applying  a  purchase  deposit  against it. The Company also
entered into a note payable of $189 to finance insurance policies.

In  the  nine  months  ended September 30, 2004, the Company entered into a note
payable of $4,748 to finance the purchase of an aircraft which was held for sale
as  of  September  30,  2004.



See accompanying notes to consolidated financial statements.


                                        6
<PAGE>
AIR METHODS CORPORATION AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

(1)  BASIS OF PRESENTATION
     ---------------------

     The  accompanying  unaudited  consolidated  financial  statements have been
     prepared  in  accordance  with generally accepted accounting principles for
     interim  financial  information  and  the  instructions  to  Form  10-Q and
     Regulation  S-X.  Accordingly,  the  accompanying  unaudited  consolidated
     financial  statements  contain  all  adjustments (consisting of only normal
     recurring  accruals) necessary to present fairly the consolidated financial
     statements  for the respective periods. Interim results are not necessarily
     indicative  of  results  for  a  full  year.  The  consolidated  financial
     statements  should  be  read  in  conjunction  with  the  Company's audited
     consolidated  financial  statements  and  notes  thereto for the year ended
     December  31,  2004.

     The  preparation  of  financial  statements  in  conformity with accounting
     principles  generally  accepted  in  the  United States of America requires
     management  to  make  estimates  and  assumptions  that affect the reported
     amounts  of  assets and liabilities and disclosure of contingent assets and
     liabilities  at  the  date  of  the  financial  statements and the reported
     amounts  of  revenue  and expenses during the reporting period. The Company
     considers  its  critical  accounting  policies  involving  more significant
     judgments  and  estimates  to  be  those  related  to  revenue recognition,
     uncollectible  receivables,  deferred  income  taxes,  and depreciation and
     residual values. Actual results could differ from those estimates.

     Certain  prior  period  amounts  have been reclassified to conform with the
     2005  presentation.

(2)  ACCOUNTING  CHANGE
     ------------------

     Effective January 1, 2004, the Company changed its method of accounting for
     major  engine and airframe component overhaul costs from the accrual method
     of  accounting  to  the  direct  expense  method.  Under the new accounting
     method, maintenance costs are recognized as expense as maintenance services
     are performed. The Company believes the direct-expense method is preferable
     in  the  circumstances  because  the  maintenance liability is not recorded
     until  there is an obligating event (when the maintenance event is actually
     being  performed),  the  direct  expense  method  eliminates  significant
     estimates  and  judgments  inherent under the accrual method, and it is the
     predominant  method  used  in  the  transportation  industry.  Accordingly,
     effective  January 1, 2004, the Company reversed its major overhaul accrual
     totaling  $33,809,000  for  all  owned and leased aircraft and reversed the
     remaining capitalized maintenance included in fixed assets relating to used
     aircraft  purchases totaling $19,719,000, with the balance reflected as the
     cumulative  effect  of  change  in  accounting  principle  of  $8,595,000
     ($14,090,000,  net  of  income  taxes  of  $5,495,000).

     In  2002,  the  impact  of  the major overhaul accrual relating to aircraft
     purchased  in  the  Rocky  Mountain  Holdings,  LLC  (RMH)  acquisition was
     considered  a component of the valuation of the aircraft and did not affect
     the  allocation  of the purchase price to goodwill. Accordingly, the change
     in  method  to the direct expense method in 2004 resulted in a reduction in
     the  asset  value  assigned  to  RMH aircraft. The amount of the cumulative
     effect  of  the  change in accounting principle related to RMH aircraft was
     due  exclusively  to  depreciation  of  the  asset  value or changes in the
     liability  balances  which had been expensed subsequent to the acquisition.
     Therefore,  the  majority  of  the  cumulative  effect  of  the  change  in
     accounting  principle related to aircraft which were in the Company's fleet
     prior  to  the  RMH  acquisition.


                                        7
<PAGE>
AIR METHODS CORPORATION AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED

(3)  LONG-TERM  DEBT
     ---------------

     On  May  9,  2005,  the  Company  amended and restated its senior revolving
     credit  facility  and  repaid its subordinated debt facility. The amendment
     provided  for,  among other things, $20 million of term loans, an extension
     of  the maturity date to March 31, 2010, and modifications to the financial
     covenants.  The  proceeds  from  the  term  loans,  along  with  additional
     borrowings  under  the  revolving  credit  facility, were used to repay the
     Company's  $23  million  of  subordinated  debt.  The  term  loans  and the
     revolving  loans  bear interest, at the Company's option, at either (i) the
     higher  of the federal funds rate plus 0.50% or the prime rate as announced
     by  the  lenders  plus  an applicable margin ranging from 0.50% to 1.50% or
     (ii)  a rate equal to LIBOR plus an applicable margin ranging from 1.75% to
     3.75%. Principal payments on the term loans will commence in April 2006 and
     total  $4.5  million  in  2006,  $6 million in 2007, $3 million in 2008, $2
     million  in  2009, and $4.5 million in 2010. In the second quarter of 2005,
     the  Company  wrote  off  $1,724,000  in  debt  origination  costs and note
     discount  related to the subordinated debt and paid a prepayment penalty of
     $1,380,000  to  the holders of the subordinated debt. In 2005 the effective
     interest  rate  on  the  subordinated  debt, including amortization of debt
     origination costs and note discount, was 16.2%. Long-term debt consisted of
     the  following  at  September  30,  2005, and December 31, 2004 (amounts in
     thousands):

<TABLE>
<CAPTION>
                                                    September 30,   December 31,
                                                        2005            2004
                                                   ------------------------------
<S>                                                <C>              <C>
     Subordinated notes payable, net of discount   $           --         21,860
     New term loans (as described above)                   20,000             --
     Borrowings under revolving credit facility            14,366         14,719
     Other notes payable                                   36,852         42,155
                                                   ------------------------------
                                                           71,218         78,734
     Less current installments                            (11,331)        (6,041)
                                                   ------------------------------
                                                   $       59,887         72,693
                                                   ==============================
</TABLE>


(4)  INCOME  PER  SHARE
     ------------------

     Basic earnings per share is computed by dividing net income by the weighted
     average  number  of  common  shares  outstanding during the period. Diluted
     earnings  per share is computed by dividing net income by all common shares
     and  dilutive  potential  common  shares outstanding during the period. The
     reconciliation  of  basic  to  diluted  weighted  average  common  shares
     outstanding  is  as  follows:

<TABLE>
<CAPTION>
                                                                          2005        2004
                                                                       ----------  ----------
<S>                                                                    <C>         <C>
     FOR QUARTER ENDED SEPTEMBER 30:
       Weighted average number of common shares outstanding - basic    11,034,754  10,921,369
       Dilutive effect of:
         Common stock options                                             119,672      68,201
         Common stock warrants                                            479,598     307,284
                                                                       ----------------------
      Weighted average number of common shares outstanding - diluted   11,634,024  11,296,854
                                                                       ======================

     FOR NINE MONTHS ENDED SEPTEMBER 30:
       Weighted average number of common shares outstanding - basic    11,020,936  10,873,783
       Dilutive effect of:
         Common stock options                                              44,342      90,704
         Common stock warrants                                            471,438     308,389
                                                                       ----------------------
       Weighted average number of common shares outstanding - diluted  11,536,716  11,272,876
                                                                       ======================
</TABLE>

     Common  stock  options  totaling  727,000  were not included in the diluted
     income  per share calculation for the nine months ended September 30, 2005,
     because  their  effect  would have been anti-dilutive. Common stock options
     totaling  640,000  were  not  included  in  the  diluted  income  per share
     calculation for the three and nine months ended September 30, 2004, because
     their  effect  would  have  been  anti-dilutive.


                                        8
<PAGE>
AIR METHODS CORPORATION AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED

(5)  STOCKHOLDERS'  EQUITY
     ---------------------

     Changes  in  stockholders'  equity  for the nine months ended September 30,
     2005,  consisted  of  the  following  (amounts  in  thousands  except share
     amounts):

<TABLE>
<CAPTION>
                                                          Shares
                                                        Outstanding  Amount
                                                        --------------------
<S>                                                     <C>          <C>
       Balances at January 1, 2005                       10,993,340  $73,079

       Issuance of common shares for options exercised       58,715      235
       Net income                                                --    8,354
                                                        --------------------

       Balances at September 30, 2005                    11,052,055  $81,668
                                                        ====================
</TABLE>

(6)  STOCK-BASED  COMPENSATION
     -------------------------

     The  Company  accounts  for  its  employee  stock  compensation  plans  as
     prescribed under Accounting Principles Board Opinion No. 25, Accounting for
     Stock  Issued to Employees (APB Opinion 25). Because the Company grants its
     options  at or above market value, no compensation cost has been recognized
     relating  to the plans. Had compensation cost for the Company's stock-based
     compensation  plans  been  determined  based on the fair value at the grant
     dates  for  awards under those plans consistent with the provisions of FASB
     Statement  123,  the  Company's  net income and income per share would have
     been  reduced  to  the  pro  forma  amounts  indicated  below  (amounts  in
     thousands,  except  per  share  amounts):

<TABLE>
<CAPTION>
                                                               Three Months Ended       Nine Months Ended
                                                                  September 30,           September 30,
                                                               2005         2004        2005        2004
                                                            -----------------------------------------------
<S>                                                         <C>          <C>         <C>         <C>
          Net income before cumulative effect of change in
            accounting principle:
              As reported                                   $     5,498       1,452       8,354       3,426
              Pro forma                                           5,306       1,379       8,011       3,208

          Net income:
              As reported                                   $     5,498       1,452       8,354      12,021
              Pro forma                                           5,306       1,379       8,011      11,803

          Basic income per share before cumulative effect
            of change in accounting principle:
              As reported                                   $       .50         .13         .76         .32
              Pro forma                                             .48         .13         .73         .30

          Basic income per share:
              As reported                                   $       .50         .13         .76        1.11
              Pro forma                                             .48         .13         .73        1.09
</TABLE>


                                        9
<PAGE>
AIR METHODS CORPORATION AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED

(6)  STOCK-BASED  COMPENSATION,  CONTINUED
     -------------------------------------

<TABLE>
<CAPTION>
                                                               Three Months Ended     Nine Months Ended
                                                                  September 30,        September 30,
                                                                2005       2004       2005       2004
                                                             -------------------------------------------
<S>                                                          <C>         <C>        <C>        <C>
          Diluted income per share before cumulative effect
            of change in accounting principle:
              As reported                                    $      .47        .13        .72        .30
              Pro forma                                             .46        .12        .69        .28

          Diluted income per share:
              As reported                                    $      .47        .13        .72       1.06
              Pro forma                                             .46        .12        .69       1.05
</TABLE>

     The fair value of each option grant is estimated on the date of grant using
     the  Black-Scholes option-pricing model with the following weighted average
     assumptions  used for grants in 2005 and 2004, respectively: dividend yield
     of 0%; expected volatility of 36 % and 32%; expected life of 3 and 4 years;
     and  risk-free  interest  rates  of 4.0% and 3.3% The weighted average fair
     value  of  options  granted during the nine months ended September 30, 2005
     and  2004,  was  $2.55  and  $2.94,  respectively.

     In  December  2004,  the Financial Accounting Standards Board (FASB) issued
     FASB  Statement  No.  123R  (Statement  123R),  Accounting  for Stock-Based
     Compensation,  an  amendment  of  FASB  Statement  No.  123. Statement 123R
     requires  recognition  of  the  grant-date  fair value of stock options and
     other equity-based compensation issued to employees in the income statement
     and  provides  for  either a modified prospective or modified retrospective
     transition  method  for  adopting  the  statement.  The  statement  will be
     effective  for  the  Company  beginning with the first quarter of 2006. The
     Company expects to adopt the modified prospective method of implementation.
     Under  the  modified prospective method, compensation cost is recognized in
     the  financial  statements  beginning  with the effective date based on the
     requirements  of  Statement 123R for all share-based payments granted after
     that  date  and based on the requirements of Statement 123 for all unvested
     awards  granted  prior to the effective date of Statement 123R. The Company
     has not yet determined the financial statement impact of adopting Statement
     123R.


                                       10
<PAGE>
AIR METHODS CORPORATION AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED

(7)  BUSINESS  SEGMENT  INFORMATION
     ------------------------------

     Summarized  financial  information  for the Company's operating segments is
     shown  in  the  following  table  (amounts  in  thousands).  Amounts in the
     "Corporate  Activities"  column  represent corporate headquarters expenses,
     corporate  income tax expense, and results of insignificant operations. The
     Company  does  not  allocate  assets  between  HBM, Products, and Corporate
     Activities  for  internal  reporting  and  performance evaluation purposes.
     Operating segments and their principal products or services are as follows:

     -    Community-Based  Model  (CBM)  -  provides  air medical transportation
          services  to  the  general  population as an independent service in 17
          states.  Services  include aircraft operation and maintenance, medical
          care, dispatch and communications, and medical billing and collection.
     -    Hospital-Based  Model  (HBM)  -  provides  air  medical transportation
          services  to  hospitals  in  26 states and Puerto Rico under exclusive
          operating  agreements.  Services  include  aircraft  operation  and
          maintenance.
     -    Products  Division  -  designs,  manufactures,  and  installs aircraft
          medical  interiors  and other aerospace and medical transport products
          for  domestic  and  international  customers.

<TABLE>
<CAPTION>
                                                         Products   Corporate   Intersegment
     FOR QUARTER ENDED SEPTEMBER 30:     CBM      HBM    Division  Activities   Eliminations   Consolidated
     -------------------------------------------------------------------------------------------------------
<S>                                    <C>       <C>     <C>       <C>          <C>            <C>
     2005
     External revenue                  $61,831   26,292     2,415          --             --         90,538
     Intersegment revenue                   --       --     1,501          --         (1,501)            --
                                       ---------------------------------------------------------------------
     Total revenue                      61,831   26,292     3,916          --         (1,501)        90,538
                                       ---------------------------------------------------------------------

     Operating expenses                 34,635   21,094     2,990       2,211         (1,143)        59,787
     Depreciation & amortization         1,539    1,299       110          74             --          3,022
     Bad debt expense                   17,534      300        --          --             --         17,834
     Interest expense                      658      544        --          26             --          1,228
     Other, net                           (274)      --        --         (87)            --           (361)
     Income tax expense                     --       --        --       3,530             --          3,530
                                       ---------------------------------------------------------------------
     Segment net income (loss)         $ 7,739    3,055       816      (5,754)          (358)         5,498
                                       =====================================================================

     Total assets                      $83,463      N/A       N/A     128,774         (2,164)       210,073
                                       =====================================================================

     2004
     External revenue                  $43,507   23,469     1,973          --             --         68,949
     Intersegment revenue                   --       --     1,674          --         (1,674)            --
                                       ---------------------------------------------------------------------
     Total revenue                      43,507   23,469     3,647          --         (1,674)        68,949
                                       ---------------------------------------------------------------------

     Operating expenses                 30,121   20,220     2,282       2,219         (1,560)        53,282
     Depreciation & amortization         1,342    1,261        74          52             --          2,729
     Bad debt expense                    8,696      230        --          --             --          8,926
     Interest expense                      920      871        --          25             --          1,816
     Other, net                           (237)      --        --          55             --           (182)
     Income tax expense                     --       --        --         926             --            926
                                       ---------------------------------------------------------------------
     Segment net income (loss)         $ 2,665      887     1,291      (3,277)          (114)         1,452
                                       =====================================================================

     Total assets                      $65,821      N/A       N/A     142,055         (2,164)       205,712
                                       =====================================================================
</TABLE>


                                       11
<PAGE>
AIR METHODS CORPORATION AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED

(7)  BUSINESS SEGMENT INFORMATION, CONTINUED
     ---------------------------------------

<TABLE>
<CAPTION>
                                                               Products   Corporate   Intersegment
     FOR NINE MONTHS ENDED SEPTEMBER 30:       CBM      HBM    Division  Activities   Eliminations   Consolidated
     -------------------------------------------------------------------------------------------------------------
<S>                                         <C>        <C>     <C>       <C>          <C>            <C>
     2005
     External revenue                       $167,026   73,961     5,739          --             --        246,726
     Intersegment revenue                         --       --     5,946          --         (5,946)            --
                                            ----------------------------------------------------------------------
     Total revenue                           167,026   73,961    11,685          --         (5,946)       246,726
                                            ----------------------------------------------------------------------

     Operating expenses                      101,174   60,875     8,842       6,585         (4,647)       172,829
     Depreciation & amortization               4,483    3,890       316         201             --          8,890
     Bad debt expense                         43,527      654        --          --             --         44,181
     Interest expense                          2,427    2,140        --          79             --          4,646
     Loss on early extinguishment of debt         --       --        --       3,104                         3,104
     Other, net                                 (733)      --        --          39             --           (694)
     Income tax expense                           --       --        --       5,416             --          5,416
                                            ----------------------------------------------------------------------
     Segment net income (loss)              $ 16,148    6,402     2,527     (15,424)        (1,299)         8,354
                                            ======================================================================

     Total assets                           $ 83,463      N/A       N/A     128,774         (2,164)       210,073
                                            ======================================================================

     2004
     External revenue                       $133,390   66,090     5,358          --             --        204,838
     Intersegment revenue                         --       --     5,607          --         (5,607)            --
                                            ----------------------------------------------------------------------
     Total revenue                           133,390   66,090    10,965          --         (5,607)       204,838
                                            ----------------------------------------------------------------------

     Operating expenses                       86,310   57,083     7,026       6,250         (4,955)       151,714
     Depreciation & amortization               4,051    3,757       182         150             --          8,140
     Bad debt expense                         33,917      230        --          --             --         34,147
     Interest expense                          2,976    2,817        --         143             --          5,936
     Other, net                                 (690)      --        --         (55)            --           (745)
     Income tax expense                           --       --        --       2,220             --          2,220
                                            ----------------------------------------------------------------------
     Segment net income (loss) before
       cumulative effect of change in
       accounting principle                    6,826    2,203     3,757      (8,708)          (652)         3,426
     Cumulative effect of change in
       accounting principle, net                  --       --        --       8,595             --          8,595
                                            ----------------------------------------------------------------------
     Segment net income (loss)              $  6,826    2,203     3,757        (113)          (652)        12,021
                                            ======================================================================

     Total assets                           $ 65,821      N/A       N/A     142,055         (2,164)       205,712
                                            ======================================================================
</TABLE>


                                       12
<PAGE>
AIR METHODS CORPORATION AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED

(8)  SUBSEQUENT EVENT
     ----------------

     In  September  2003,  the  Company's  pilots voted to be represented by the
     Office  and  Professional  Employees  International  Union,  Local  109.
     Negotiations  on  a collective bargaining agreement began in early 2004 and
     consensus  has  been reached on a majority of the non-economic issues under
     consideration. However, the economic demands of the union have continued to
     be  significantly  higher  than the Company's offers. In November 2005, the
     Company  provided a settlement offer to the union which included changes to
     base  salary  and overtime pay and to the Company's contribution to defined
     contribution  retirement  plans  (401k plans). Under the Company's proposed
     settlement,  pay  for overtime shifts would increase from regular pay rates
     to  1.5  times  regular pay rates. The Company currently maintains two 401k
     plans.  Under  one  plan,  the  Company contributes 2% of gross pay for all
     eligible employees and matches 60% of the employees' contributions up to 6%
     of  their  gross  pay. Under the other plan, the Company matches 30% of the
     employees'  contributions  up  to  6%  of  their gross pay. In the proposed
     settlement,  the  Company  will  contribute up to 5.6% of gross pay to both
     401k  plans,  depending  on the level of each employee's participation. The
     estimated  impact  of the proposed change in base salary is $2.8 million in
     the  year  of implementation. Because the impact of changes to overtime pay
     and  to  the  401k plan contributions is dependent upon staffing levels and
     employee  participation  in  the  401k  plans,  the effect on the Company's
     financial  statements  cannot presently be quantified. The Company has also
     not  yet  determined  the  extent  to  which,  if  any,  the  impact of the
     settlement  offer  may  be  offset  by  price  increases.  There  can be no
     assurance  that  the  Company's offer will be accepted by the union or that
     the  Company  will  not  be  subject  to a work stoppage if the parties are
     unable  to  come  to  an  agreement.


                                       13
<PAGE>
ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF  OPERATIONS

The  following  discussion  of the results of operations and financial condition
should  be  read  in  conjunction  with  the  Company's  consolidated  financial
statements  and  notes  thereto  included in Item 1 of this report. This report,
including  the  information  incorporated by reference, contains forward-looking
statements  as  defined in the Private Securities Litigation Reform Act of 1995.
The  use  of  any  of  the  words  "believe,"  "expect,"  "anticipate,"  "plan,"
"estimate,"  and  similar  expressions are intended to identify such statements.
Forward-looking  statements  include  statements  concerning possible or assumed
future  results  of the Company; size, structure and growth of the Company's air
medical  services  and  products  markets;  continuation  and/or  renewal of HBM
contracts; acquisition of new and profitable Products Division contracts; flight
volume  and  collection  rates for CBM operations; and other matters. The actual
results  that the Company achieves may differ materially from those discussed in
such  forward-looking statements due to the risks and uncertainties described in
Management's  Discussion  and  Analysis  of  Financial  Condition and Results of
Operations,  and  in  other sections of this report, as well as in the Company's
annual  report  on Form 10-K. The Company undertakes no obligation to update any
forward-looking  statements.

OVERVIEW

The  Company  provides air medical transportation services throughout the United
States  and  designs,  manufactures, and installs medical aircraft interiors and
other aerospace products for domestic and international customers. The Company's
divisions,  or business segments, are organized according to the type of service
or  product  provided  and  consist  of  the  following:
-    Community-Based  Model (CBM) - provides air medical transportation services
     to  the  general  population as an independent service. Revenue consists of
     flight  fees  billed  directly to patients, their insurers, or governmental
     agencies, and cash flow is dependent upon collection from these individuals
     or  entities. In the nine months ended September 30, 2005, the CBM Division
     generated  68%  of  the Company's total revenue, increasing from 65% in the
     nine  months  ended  September  30,  2004.
-    Hospital-Based  Model  (HBM) - provides air medical transportation services
     to  hospitals  throughout  the  U.S.  under exclusive operating agreements.
     Revenue consists of fixed monthly fees (approximately 62% of total contract
     revenue)  and  hourly  flight  fees  (approximately  38%  of total contract
     revenue)  billed  to hospital customers. In the nine months ended September
     30,  2005,  the  HBM Division generated 30% of the Company's total revenue,
     decreasing  from  32%  in  2004.
-    Products  Division  -  designs, manufactures, and installs aircraft medical
     interiors  and  other aerospace and medical transport products for domestic
     and  international customers. In 2005 the Products Division generated 2% of
     the  Company's  total  revenue,  compared  to  3%  in  2004.

See  Note  7 to the consolidated financial statements included in Item 1 of this
report  for  operating  results  by  segment.

The  Company believes that the following factors have the greatest impact on its
results  of  operations  and  financial  condition:

-    FLIGHT  VOLUME.  Fluctuations in flight volume have a greater impact on CBM
     operations  than HBM operations because 100% of CBM revenue is derived from
     flight  fees, as compared to approximately 38% of HBM revenue. By contrast,
     approximately  62%  of the Company's costs primarily associated with flight
     operations  (including  salaries, aircraft ownership costs, hull insurance,
     and  general and administrative expenses) are mainly fixed in nature. While
     flight  volume  is  affected by many factors, including competition and the
     distribution  of  calls  within  a  market,  the greatest single factor has
     historically  been  weather  conditions. Adverse weather conditions-such as
     fog,  high  winds,  or  heavy precipitation-hamper the Company's ability to
     operate  its  aircraft  safely  and,  therefore,  result  in reduced flight
     volume.  In  recent  years,  the  air  medical  transportation industry has
     experienced  an  increase in the rate of base expansion, especially for CBM
     operations.  Continued  growth  in capacity may have a downward pressure on
     the  flight  volume  per  individual base. Total patient transports for CBM
     operations  were  approximately  8,700  and 24,000 for the quarter and nine
     months  ended  September  30, 2005, respectively, compared to approximately
     8,000  and 23,000 for the quarter and nine months ended September 30, 2004,
     respectively.  Patient  transports  for CBM bases open longer than one year
     (Same-Base  Transports)  were approximately 8,100 and 22,200 in the quarter
     and  nine  months  ended  September  30,  2005,  respectively,  compared to
     approximately  7,900  and  22,600  in  the  quarter  and  nine months ended
     September  30,  2004,  respectively.  Cancellations  due to adverse weather
     conditions were approximately 18.7% higher in the nine-month period of 2005
     compared  to 2004 for bases which had been in operation for longer than one
     year.


                                       14
<PAGE>
-    RECEIVABLE  COLLECTIONS.  The  Company  responds  to  calls for air medical
     transports  without  pre-screening the creditworthiness of the patient. For
     CBM  and  HBM  at-risk operations, bad debt expense is estimated during the
     period  the  related  services are performed based on historical collection
     experience.  The  provision  is  adjusted  as  required  based  on  actual
     collections  in  subsequent  periods.  Both the pace of collections and the
     ultimate  collection  rate  are  affected by the overall health of the U.S.
     economy,  which  impacts  the  number  of indigent patients and funding for
     state-run  programs, such as Medicaid. Medicaid reimbursement rates in many
     jurisdictions  have  remained  well below the cost of providing air medical
     transportation.  The  Company  increased  prices  for  its  CBM  operations
     approximately  10%  effective September 2004 and an additional 7% effective
     March  2005.  Net  revenue  after  bad debt expense per transport increased
     16.9%  and  18.9% for the quarter and nine months ended September 30, 2005,
     respectively,  compared to the prior year. The total provision for expected
     uncollectible  amounts,  including  contractual  discounts  for
     Medicare/Medicaid  and bad debts, decreased from 49.3% and 48.5% of related
     gross  flight  revenue  for the quarter and nine months ended September 30,
     2004,  respectively,  to  47.5%  and  46.4% for the quarter and nine months
     ended  September  30,  2005,  respectively.  In  2004 the Company increased
     staffing  in  the  billing and collections department, segmented billing by
     region,  and  hired  a  national  billing director. In the third quarter of
     2005,  the  Company also upgraded its software systems for patient billing.
     The  Company  believes  that  these  organizational  changes to the billing
     department  resulted  in  more  timely billing and follow up on outstanding
     accounts  and,  therefore,  in  an  improvement  in  collection  rates.

-    AIRCRAFT  MAINTENANCE. Both CBM and HBM operations are directly affected by
     fluctuations  in  aircraft  maintenance  costs.  Proper  operation  of  the
     aircraft by flight crews and standardized maintenance practices can help to
     contain  maintenance  costs.  Increases in spare parts prices from original
     equipment manufacturers (OEM's) tend to be higher for aircraft which are no
     longer  in production. Three models of aircraft within the Company's fleet,
     representing  approximately  27%  of the rotor wing fleet, have been out of
     production  for  an extended period of time and are, therefore, susceptible
     to  price increases which outpace general inflationary trends. In addition,
     on-condition  components  are  more likely to require replacement with age.
     The  Company  entered into two long-term purchase commitments in 2004 for a
     total  of  25  aircraft  and  into an additional purchase commitment in the
     third  quarter  of  2005 for six aircraft. All new aircraft delivered under
     these commitments are expected to replace the discontinued models and other
     older aircraft over the next five to seven years. As of September 30, 2005,
     the  Company  had  taken  delivery of ten aircraft under these commitments.
     Replacement  models  of aircraft typically have higher ownership costs than
     the  models targeted for replacement but lower maintenance costs because of
     warranty  coverage.  Total  maintenance  expense for CBM and HBM operations
     decreased  6.3%  in the third quarter of 2005 compared to the third quarter
     of  2004  and  increased  4.9% in the nine months ended September 30, 2005,
     compared  to 2004. Total flight volume for CBM and HBM operations increased
     14.0%  and  9.4%, respectively, over the same periods. In the third quarter
     of  2005,  the Company began to realize some of the benefits of its efforts
     to  modernize  its fleet, as deliveries of new aircraft allowed the Company
     to  redeploy  some  older models into lower utilization markets or into the
     backup  fleet.  In addition, engine upgrades performed in prior periods and
     standard  pricing  contracts  covering  several  key  components of certain
     models  of  aircraft  contributed to lower operating costs during the third
     quarter  of  2005.  Fewer  engine overhauls were performed during the third
     quarter of 2005 compared to the prior year, due to normal operating cycles.

-    COST  PRESSURES  ON  HEALTHCARE INSTITUTIONS. Publicly and privately funded
     healthcare  institutions  both  face pressures to reduce the rising cost of
     healthcare  and  to  modify  or  eliminate certain non-core operations as a
     result of reductions in funding. Flight programs based at a single hospital
     typically  require  subsidization  from  other  hospital  operations.  As a
     result,  a  growing  number of healthcare institutions are evaluating their
     delivery  model for air medical transportation services, creating expansion
     opportunities  for  CBM  operations.  In the first quarter of 2005, the CBM
     division  commenced  operations  at  two  new bases in California which had
     previously  been  a  hospital-based  flight  program with another operator.
     Within the past two years, two of the Company's HBM customers have opted to
     retain the Company's services to expand their operations to satellite bases
     under a risk-sharing model. The Company expects the trend toward conversion
     of  HBM  programs  to CBM operations to continue as healthcare institutions
     recognize  the  viable  alternatives  available  for  outsourcing.


                                       15
<PAGE>
-    COMPETITIVE  PRESSURES  FROM  LOW-COST PROVIDERS. The Company is recognized
     within  the industry for its standard of service and its use of cabin-class
     aircraft.  Many of the Company's regional competitors utilize aircraft with
     lower  ownership  and operating costs and do not require a similar level of
     experience  for  aviation  and  medical  personnel.  Reimbursement  rates
     established  by  Medicare,  Medicaid,  and most insurance providers are not
     contingent upon the type of aircraft used or the experience of the aviation
     and  medical  personnel.  However, the Company believes that higher quality
     standards  help  to  differentiate  its  service  from  competitors  and,
     therefore,  lead  to  higher  utilization. Deploying multiple aircraft in a
     market  also  serves  as  a  barrier  to  entry  for  lower cost providers.

-    EMPLOYEE  RELATIONS.  In  September  2003, the Company's pilots voted to be
     represented  by  the Office and Professional Employees International Union,
     Local 109. Negotiations on a collective bargaining agreement began in early
     2004  and  consensus  has  been  reached  on a majority of the non-economic
     issues under consideration. However, the economic demands of the union have
     continued to be significantly higher than the Company's offers. In November
     2005,  the  Company provided a settlement offer to the union which included
     changes  to  base salary and overtime pay and to the Company's contribution
     to  defined contribution retirement plans (401k plans). Under the Company's
     proposed  settlement,  pay  for overtime shifts would increase from regular
     pay  rates  to 1.5 times regular pay rates. The Company currently maintains
     two 401k plans. Under one plan, the Company contributes 2% of gross pay for
     all  eligible  employees and matches 60% of the employees' contributions up
     to  6% of their gross pay. Under the other plan, the Company matches 30% of
     the  employees'  contributions up to 6% of their gross pay. In the proposed
     settlement,  the  Company  will  contribute up to 5.6% of gross pay to both
     401k  plans,  depending  on the level of each employee's participation. The
     estimated  impact  of the proposed change in base salary is $2.8 million in
     the  year  of implementation. Because the impact of changes to overtime pay
     and  to  the  401k plan contributions is dependent upon staffing levels and
     employee  participation  in  the  401k  plan,  the  effect on the Company's
     financial  statements  cannot presently be quantified. The Company has also
     not  yet  determined  the  extent  to  which,  if  any,  the  impact of the
     settlement  offer  may  be  offset  by  price  increases.  There  can be no
     assurance  that  the  Company's offer will be accepted by the union or that
     the  Company  will  not  be  subject  to a work stoppage if the parties are
     unable  to come to an agreement. Other employee groups may also elect to be
     represented  by  unions  in  the  future.

RESULTS  OF  OPERATIONS

The  Company  reported net income of $5,498,000 and $8,354,000 for the three and
nine  months  ended  September 30, 2005, respectively, compared to net income of
$1,452,000  and  $12,021,000  for  the three and nine months ended September 30,
2004,  respectively.  Net  income  for the nine months ended September 30, 2005,
included a loss on early extinguishment of debt of $3,104,000 (with a tax effect
of  approximately  $1,211,000),  as  discussed  more  fully  in  Note  3  to the
consolidated  financial statements included in Item 1 of this report. Net income
for  the nine months ended September 30, 2004, included the cumulative effect of
a  change  in  accounting  principle  of $8,595,000 (net of income tax effect of
$5,495,000),  as  discussed  more  fully in Note 2 to the consolidated financial
statements  included  in  Item  1  of  this  report.

Operating  income was $9,895,000 and $20,826,000 for the quarter and nine months
ended  September  30, 2005, respectively, compared to $4,012,000 and $10,837,000
for  the  quarter and nine months ended September 30, 2004, respectively. Growth
in  operating income for 2005 was partly due to an increase in flight volume for
CBM  and  HBM  operations,  resulting primarily from the opening of new bases or
base  expansions.  In  addition,  net  reimbursement for CBM operations (revenue
after Medicare/Medicaid discounts and bad debt expense) improved 18.8% and 19.7%
for  the quarter and nine months ended September 30, 2005, compared to the prior
year.

FLIGHT OPERATIONS - COMMUNITY-BASED MODEL AND HOSPITAL-BASED MODEL

FLIGHT  REVENUE  increased $21,136,000, or 31.6%, and $41,521,000, or 20.8%, for
the  quarter and nine months ended September 30, 2005, respectively, compared to
2004. Flight revenue is generated by both CBM and HBM operations and is recorded
net  of  Medicare/Medicaid  discounts.

-    CBM  -  Flight  revenue increased $18,318,000, or 42.1%, to $61,807,000 for
     the  third  quarter  of 2005 and $33,657,000, or 25.2%, to $166,963,000 for
     the  nine  months  ended  September  30,  2005,  for the following reasons:
     -    Incremental  revenue of $4,506,000 and $12,724,000 for the quarter and
          nine  months ended September 30, 2005, respectively, from the addition
          of  10  new  CBM  bases either during or subsequent to the nine months
          ended  September  30,  2004.


                                       16
<PAGE>
     -    Closure  of three bases either during or subsequent to the nine months
          ended  September  30,  2004,  resulting  in  a  decrease in revenue of
          approximately  $575,000 and $1,891,000 for the quarter and nine months
          ended  September  30,  2005,  respectively.
     -    Average  price  increases  of approximately 10% for all CBM operations
          effective  September  1, 2004, and approximately 7% effective March 1,
          2005.
     -    Change  in Same-Base Transports. Excluding the impact of the new bases
          and  base  closures  discussed  above, total flight volume for all CBM
          operations increased 3.2% in the third quarter of 2005 compared to the
          third  quarter  of  2004,  but decreased 1.5% in the nine months ended
          September 30, 2005, compared to the prior year. The increase in flight
          volume during the third quarter is partly attributed to an improvement
          in  aircraft  availability  with  the  deployment  of  newer models of
          aircraft  in certain regions. The decrease in flight volume during the
          nine-month  period  is  primarily  attributed  to  adverse  weather
          conditions  in  the  first  quarter  of  2005.  Cancellations  due  to
          unfavorable  weather conditions were approximately 30.6% higher in the
          first  quarter  of  2005  compared  to  the  first  quarter  of  2004.
     -    Increase  caused  by  a  change  in payer mix to a lower percentage of
          Medicare/Medicaid transports, resulting in lower contractual discounts
          which  are  offset against flight revenue. The decrease in contractual
          discounts  in  2005  was  offset  in  part  by an increase in bad debt
          expense. See discussion of total provision for uncollectible accounts,
          including  contractual discounts and bad debt expense, below under Bad
          Debt  Expense.

-    HBM - Flight revenue increased $2,818,000, or 12.0%, to $26,287,000 for the
     third quarter of 2005 and $7,864,000, or 11.9%, to $73,954,000 for the nine
     months  ended  September  30,  2005,  for  the  following  reasons:
     -    Revenue  of  $2,122,000 and $5,399,000 for the quarter and nine months
          ended  September  30, 2005, respectively, from the addition of two new
          bases and the expansion of eight contracts either during or subsequent
          to  the  nine  months  ended  September  30,  2004.
     -    Discontinuation of service under one contract during the first quarter
          of  2004,  resulting in a decrease in revenue of approximately $88,000
          in  the  nine  months  ended  September  30,  2005.
     -    Annual  price  increases in the majority of contracts based on changes
          in  the  Consumer  Price  Index.
     -    Increase  of 3.9% in flight volume for the quarter ended September 30,
          2005,  for  all  contracts  excluding  the  new  contracts,  contract
          expansions,  and  the  discontinued  contract  discussed above. Flight
          volume,  taking  into  account  the  same  exclusions,  was  basically
          unchanged  in  the  nine  months ended September 30, 2005, compared to
          2004.

FLIGHT  CENTER COSTS (consisting primarily of pilot, mechanic, and medical staff
salaries  and  benefits)  increased  $4,286,000,  or  17.9%, and $10,400,000, or
14.8%,  for  the quarter and nine months ended September 30, 2005, respectively,
compared  to  2004.  Flight  center  costs  included  an increase of $674,000 in
workers  compensation  expense  for  the  nine  months ended September 30, 2005,
respectively,  as  a  result of two fatal accidents experienced during the first
quarter.  Other  changes  by  business  segment  are  as  follows:

-    CBM - Flight center costs increased $2,903,000, or 18.9% to $18,240,000 and
     $7,438,000,  or 16.6%, to $52,199,000 for the quarter and nine months ended
     September  30,  2005,  for  the  following  reasons:
     -    Increases  of  approximately $1,498,000 and $4,962,000 for the quarter
          and  nine  months  ended  September  30,  2005,  for  the  addition of
          personnel  to  staff  new  base  locations  described  above.
     -    Decreases of approximately $351,000 and $1,152,000 for the quarter and
          nine  months  ended  September  30,  2005,  due to the closure of base
          locations  described  above.
     -    Increases  in  salaries  for  merit  pay  raises.

-    HBM  -  Flight  center costs increased $1,383,000, or 16.0%, to $10,025,000
     and  $2,962,000,  or  11.7%, to $28,343,000 for the quarter and nine months
     ended  September  30,  2005,  primarily  due  to  the  following:
     -    Increases of approximately $515,000 and $1,529,000 for the quarter and
          nine months ended September 30, 2005, for the addition of personnel to
          staff  new  base  locations  described  above.
     -    Decrease  of approximately $35,000 for the nine months ended September
          30,  2005,  due  to  the  closure  of  base locations described above.
     -    Increases  in  salaries  for  merit  pay  raises.


                                       17
<PAGE>
AIRCRAFT OPERATING EXPENSES increased $38,000, or 0.2%, and $3,169,000, or 7.1%,
for  the  quarter  and  nine  months  ended September 30, 2005, respectively, in
comparison  to  the  three  and  nine  months ended September 30, 2004. Aircraft
operating  expenses  consist  of  fuel,  insurance,  and  maintenance  costs and
generally  are  a function of the size of the fleet, the type of aircraft flown,
and  the  number  of hours flown. The increase in costs is due to the following:
-    Addition  of  16  helicopters  for  CBM operations and 9 for HBM operations
     either  during or subsequent to the first nine months of 2004, resulting in
     increases  of  approximately $943,000 and $2,909,000 for the three and nine
     months  ended  September  30,  2005,  respectively.
-    Increases  of  approximately  $109,000  and  $231,000 in fuel costs for the
     quarter and nine months ended September 30, 2005, respectively, as a result
     of  the  addition  of new CBM bases, net of the impact of closed CBM bases.
     The  addition of new HBM bases and expansion of HBM programs did not have a
     material  impact  on fuel costs because HBM customers typically pay for all
     fuel  consumed  in  medical  flights.
-    Increases of approximately 26.2% and 21.9% in the cost of aircraft fuel per
     hour  flown  for  the  quarter  and  nine  months ended September 30, 2005,
     respectively.
-    Decrease  in  hull  insurance  rates  effective July 2004 and again in July
     2005.
-    Decrease in maintenance costs for the third quarter of 2005 compared to the
     third  quarter  of  2004.  Excluding  the  impact of new aircraft described
     above,  maintenance  costs  decreased  approximately 11.6% during the third
     quarter  and  remained  relatively  unchanged  for the nine-month period of
     2005.  Engine  upgrades  performed  in  prior  periods and standard pricing
     contracts  covering  several  key  components of certain models of aircraft
     contributed to lower operating costs during the third quarter. In addition,
     deliveries  of  new  aircraft  allowed  the  Company to redeploy some older
     models  into  lower  utilization  markets  or  into the backup fleet. Fewer
     engine  overhauls  were  also  performed  during  the third quarter of 2005
     compared  to  the  prior  year,  due  to  normal  operating  cycles.

AIRCRAFT  RENTAL EXPENSE increased $697,000, or 17.8%, and $2,597,000, or 24.1%,
for  the  quarter  and  nine  months  ended September 30, 2005, respectively, in
comparison  to the quarter and nine months ended September 30, 2004. Incremental
rental  expense  for  19  leased  aircraft  added to the Company's fleet, either
during  or  subsequent  to the first nine months of 2004, totaled $1,049,000 and
$2,817,000  in  the  quarter  and  nine  months  ended  September  30,  2005,
respectively.  The  increase  for new aircraft was offset in part by refinancing
eleven  aircraft at lower lease rates during the nine months ended September 30,
2005.

BAD  DEBT EXPENSE increased $8,908,000, or 99.8%, and $10,034,000, or 29.4%, for
the quarter and nine months ended September 30, 2005, in comparison to the prior
year. Bad debt as a percentage of related net flight revenue was 28.3% and 26.1%
for the quarter and nine months ended September 30, 2005, respectively, compared
to  20.3%  and  25.5%  for the quarter and nine months ended September 30, 2004,
respectively,  primarily  as the result of a change in payer mix. Flight revenue
is  recorded  net of Medicare/Medicaid discounts. The total reserve for expected
uncollectible  amounts, including contractual discounts and bad debts, decreased
from  49.3%  of  related  gross  flight revenue for the third quarter of 2004 to
47.5%  for  the  third quarter of 2005, and from 48.5% for the nine months ended
September  30,  2004, to 46.4% for the nine months ended September 30, 2005. The
Company  believes  that  the  improvement  in  collection rates is primarily the
result  of  organizational  changes within its billing department which provided
for  more timely billing and follow up on outstanding accounts. Bad debt expense
related  to  the  Products  Division was not significant in either 2005 or 2004.

PRODUCTS  DIVISION

SALES  OF  MEDICAL  INTERIORS  AND  PRODUCTS  increased  $442,000, or 22.4%, and
$381,000,  or  7.1%,  for  the quarter and nine months ended September 30, 2005,
compared to 2004. In the first quarter of 2005, the Company completed production
of  11  Multi-Mission  Medevac  Systems  for  the U. S. Army's HH-60L Black Hawk
helicopter  and 19 litter systems for the U.S. Army's Medical Evacuation Vehicle
(MEV).  In  2005,  the  Company also continued production of 13 additional HH60L
units  and  21 additional MEV units. Other significant projects in 2005 included
production  of  a  multi-mission interior for a Sikorsky FIREHAWK helicopter for
the  Los  Angeles County Fire Department and two modular medical interiors for a
commercial  customer.  Revenue  by  product line for the quarter and nine months
ended  September  30,  2005,  respectively,  was  as  follows:
-    $1,235,000  and  $2,824,000  -  design  and  manufacture  of  multi-mission
     interiors
-    $546,000  and  $1,348,000 - manufacture and installation of modular medical
     interiors
-    $634,000  and  $1,567,000  -  design  and  manufacture  of  other aerospace
     products


                                       18
<PAGE>
Significant  projects  in  2004  included  production of 13 HH-60L units, 40 MEV
units,  and  a multi-mission interior for a Sikorsky FIREHAWK helicopter for the
Los  Angeles County Fire Department. Revenue by product line for the quarter and
nine  months  ended  September  30,  2004,  respectively,  was  as  follows:
-    $1,360,000  and  $3,381,000  -  design  and  manufacture  of  multi-mission
     interiors
-    $85,000  and  $544,000  -  manufacture  and installation of modular medical
     interiors
-    $528,000  and  $1,433,000  -  design  and  manufacture  of  other aerospace
     products

COST  OF  MEDICAL  INTERIORS  AND  PRODUCTS  increased  $985,000, or 153.7%, and
$1,804,000,  or 99.2%, for the quarter and nine months ended September 30, 2005,
respectively,  compared  to  the  prior  year.  The average net margin earned on
projects  during  2005  was  30.9%  for  the  third  quarter  and  28.4% for the
nine-month  period  compared  to  49.6%  for the third quarter and 48.1% for the
nine-month  period  in  2004,  primarily  due  to the change in product mix. The
margin  earned  on  multi-mission interiors is typically higher than the margins
earned  on  modular  medical interiors for commercial customers. Cost of medical
interiors and products also includes certain fixed costs, such as administrative
salaries  and  facilities rent, which do not vary with volume of sales and which
are  absorbed  by  both  projects  for  external  customers  and interdivisional
projects.


GENERAL  EXPENSES

DEPRECIATION  AND  AMORTIZATION  EXPENSE  increased  $293,000,  or  10.7%,  and
$750,000,  or  9.2%,  for  the quarter and nine months ended September 30, 2005,
respectively,  compared  to 2004, primarily as a result of upgrades to aircraft,
engines,  and  avionics  systems  and  the  purchase of rotable equipment, a new
patient  billing  software  system  and related hardware, and office and medical
equipment  for  the  new  bases  described  above.

GENERAL  AND  ADMINISTRATIVE  (G&A)  EXPENSES  increased  $503,000, or 5.8%, and
$2,818,000,  or 11.7%, for the quarter and nine months ended September 30, 2005,
respectively,  compared  to  2004,  reflecting  an  increase  in  billing  and
collections  and CBM program administration staff and in pilot training costs to
manage  the  growth in the Company's operations. G&A expenses include accounting
and  finance,  billing  and  collections,  human resources, aviation management,
pilot training, dispatch and communications, and CBM program administration. G&A
expenses  were  10.1% and 10.9% of revenue for the quarter and nine months ended
September 30, 2005, respectively, compared to 12.5% and 11.8% of revenue for the
quarter  and  nine  months  ended  September  30,  2004,  respectively.

INTEREST  EXPENSE decreased $588,000, or 32.4%, and $1,290,000, or 21.7%, in the
quarter  and  nine  months  ended  September 30, 2005, respectively, compared to
2004,  partly  as a result of regularly scheduled payments of long-term debt and
decreased  borrowings  against the Company's line of credit. The average balance
outstanding  against  the line was approximately $15.0 million and $16.4 million
during  the  quarter  and  nine  months  ended September 30, 2005, respectively,
compared  to  $16.5 million and $18.5 million during the quarter and nine months
ended  September  30,  2004, respectively. In addition, in May 2005, the Company
repaid $23 million in subordinated debt, which had an effective interest rate of
16.2%  during  2005,  with  the proceeds of $20 million in term loans which bore
interest  at  an effective rate of approximately 6.7% during 2005. The remainder
of  the  repayment  was  funded  by  draws  against  the  line  of  credit.

LOSS  ON  EARLY  EXTINGUISHMENT  OF DEBT for the nine months ended September 30,
2005,  totaled  $3,104,000  and  related  to  the  repayment  of  $23 million in
subordinated debt in May 2005. The Company wrote off approximately $1,724,000 in
debt  origination  costs  and note discount related to the subordinated debt and
paid a prepayment penalty of $1,380,000 to the holders of the subordinated debt.

INCOME  TAX EXPENSE was $3,530,000 and $5,416,000 in the quarter and nine months
ended  September  30,  2005,  respectively,  and  $926,000 and $2,220,000 in the
quarter  and nine months ended September 30, 2004, respectively, at an effective
rate  of  approximately  39%.


                                       19
<PAGE>
LIQUIDITY  AND  CAPITAL  RESOURCES

The  Company  had  working  capital  of  $60,651,000  as  of September 30, 2005,
compared  to  $48,849,000  at  December  31, 2004. The change in working capital
position  is  primarily  attributable  to  the  following:
-    Increase  of  $14,823,000  in  net  receivables  consistent  with increased
     revenue  for  the CBM and HBM divisions and increased net reimbursement for
     CBM  operations.  In  addition, days' sales outstanding for CBM operations,
     measured  by  comparing  net  revenue  for  the annualized previous 3-month
     period  to  outstanding net accounts receivable, increased from 101 days at
     December  31,  2004,  to  117  days  at September 30, 2005. The increase is
     primarily  due  to  a software systems conversion in the billing department
     during the third quarter of 2005 which the Company believes slowed the pace
     of  collections  temporarily.
-    Increase of $5,290,000 in current installments of long-term debt, primarily
     because  of  $4.5  million  of  principal payments due in 2006 for new term
     loans  into  which  the  Company entered during the second quarter of 2005.

SOURCES  AND  USES  OF  CASH

The  Company  had  cash  and  cash equivalents of $3,066,000 as of September 30,
2005,  compared to $2,603,000 at December 31, 2004. Cash generated by operations
in  the  nine  months  ended September 30, 2005, totaled $14,181,000 compared to
$13,177,000  in  2004.  Receivable  balances, net of bad debt expense, increased
$14,823,000  in 2005 compared to $3,096,000 in 2004, reflecting continued growth
in  CBM  and HBM revenue, an improved net reimbursement rate for CBM operations,
and  the  increase  in  days' sales outstanding as described above. Balances for
accounts  payable  and  other  accrued liabilities increased $4,327,000 in 2005,
compared  to  $1,874,000  in  2004,  due  in part to the timing of the bi-weekly
payroll  processing;  the  nine-month  period  of 2005 included 19 bi-weekly pay
dates  compared  to  20  in  the  nine-month  period  of  2004.

Cash  used  by  investing  activities  totaled  $3,149,000  in  2005 compared to
$6,714,000  in  2004.  Equipment  acquisitions  in  2005  consisted primarily of
rotable  equipment,  medical  and  office  equipment  for new bases, information
systems  hardware  and software, and upgrades to aircraft, engines, and avionics
systems.  In  2005  the  Company  received $463,000 in insurance proceeds for an
aircraft  destroyed in an accident and sold an aircraft previously classified as
held  for  sale for $607,000. Equipment acquisitions in 2004 consisted primarily
of medical interior and avionics installations, information systems hardware and
software,  and  rotable equipment. In 2004 the Company received $1.2 million for
the  sale  of  one  of  its  aircraft  which  was leased back from the buyer and
approximately  $1.3  million from the refund of deposits for the purchase of new
aircraft,  primarily  through  the  arrangement  of  long-term  operating  lease
financing.

Financing activities used $10,569,000 in 2005 compared to $4,576,000 in 2004. In
2005,  the  Company  used $20 million of term loan proceeds and additional draws
against  its  line  of  credit  to  fund  the  early repayment of $23 million in
subordinated  debt and the related prepayment penalty of $1,380,000. The Company
also  paid  $431,000  in  debt  issuance  costs,  primarily  associated with the
amendment  to its senior revolving credit facility in May 2005. The Company used
proceeds  from new note agreements originated in 2004 to refinance existing debt
with  higher  interest rates and to fund the acquisition of new software systems
and  other  capital expenditures. The other primary use of cash in both 2005 and
2004  was  regularly  scheduled  payments  of  long-term  debt and capital lease
obligations.

In  May  2005,  the  Company  amended  and  restated its senior revolving credit
facility  and repaid its subordinated debt facility. The amendment provided for,
among other things, $20 million of term loans, an extension of the maturity date
to  March  31,  2010, and modifications to the financial covenants. The proceeds
from the term loans, along with additional borrowings under the revolving credit
facility, were used to repay the Company's $23 million of subordinated debt. The
term  loans  and  the revolving loans bear interest, at the Company's option, at
either  (i) the higher of the federal funds rate plus 0.50% or the prime rate as
announced  by  the lenders plus an applicable margin ranging from 0.50% to 1.50%
or  (ii)  a  rate equal to LIBOR plus an applicable margin ranging from 1.75% to
3.75%.  Principal  payments  on  the  term loans will commence in April 2006 and
total  $4.5  million in 2006, $6 million in 2007, $3 million in 2008, $2 million
in  2009,  and  $4.5 million in 2010. In 2005 the effective interest rate on the
subordinated  debt,  including  amortization  of debt origination costs and note
discount,  was  16.2%.  The  term  loans  bore  interest at an effective rate of
approximately  6.7%  during  2005.  As of September 30, 2005, the Company was in
compliance  with  the  covenants  of  the  senior  revolving  credit  facility.


                                       20
<PAGE>
In  August 2005, the Company entered into a commitment agreement to purchase six
Eurocopter  EC135  helicopters  for approximately $23.0 million, with deliveries
scheduled  in  2006.  In  October 2005, the Company also entered into a purchase
commitment for four Eurocopter AS350 helicopters for approximately $6.1 million;
delivery  of  one  aircraft  is  scheduled  for 2005 with the remaining aircraft
expected  to  be  delivered  in  2006.

OUTLOOK  FOR  2005

The  statements  contained  in  this  Outlook are based on current expectations.
These  statements are forward looking, and actual results may differ materially.
The  Company  undertakes no obligation to update any forward-looking statements.

Community-Based  Model

In  the  first  quarter  of  2005,  the  Company  purchased  the operations of a
hospital-based  program  which  had  been  served  by another vendor in northern
California  and  expanded it from one base to two. The Company also discontinued
operations  at  a  base  in  Missouri due to low flight volume. During the third
quarter  of  2005,  the Company began operations at two new bases and expects to
open  one new base in the southeast region during the fourth quarter. CBM flight
volume  at  all  other  locations  is  expected to be consistent with historical
levels  during  the  remainder  of  2005,  subject  to seasonal, weather-related
fluctuations.

Effective  October  1, 2005, the Company increased prices for its CBM operations
an  average  of  5%.

Hospital-Based  Model

In  2005, the Company expanded five contracts in Utah, Minnesota, Virginia, West
Virginia,  and  Oklahoma  to  additional  satellite  bases.  The Company expects
similar  expansions  under one other contract during the fourth quarter of 2005.
Twelve  hospital  contracts  were due for renewal in 2005. All have been renewed
for terms ranging from one to five years. During the fourth quarter of 2005, the
Company  suspended  operations  under  its  contract  in  Puerto  Rico  pending
settlement of outstanding receivable balances; resumption of operations is still
under  negotiation  with  the  customer. The Company expects flight activity for
continuing  hospital  contracts  to remain consistent with historical levels for
the  remainder  of  2005.

Products  Division

In  the  second  quarter  of  2005,  the  Company  received  an order for eleven
additional  HH-60L  units.  As of September 30, 2005, the Company was continuing
the  production  of 21 MEV units and thirteen HH-60L units, including the eleven
units  ordered in the second quarter, and the installation of an avionics system
in  a  helicopter  for  an  HBM customer. Remaining revenue for all contracts in
process  as  of  September  30,  2005,  is  estimated  at  $4.1  million.

The  current U.S. Army Aviation Modernization Plan defines a requirement for 180
HH-60L Multi-Mission Medevac units in total over an unspecified number of years.
The Company has already completed 26 HH-60L units under the program, in addition
to  the  thirteen  currently under contract. The U.S. Army has also forecasted a
requirement  for  a  total  of  119  MEV  units over four years; the Company has
previously  delivered  82  units,  in  addition  to the 21 units currently under
contract.  There  is  no  assurance  that  orders  for  additional units will be
received  in  future  periods.

All  Segments

The  Company  implemented a new software system for patient billing in July 2005
and  expects  to  implement  new  software  for  inventory  tracking  in  2006.

There  can  be  no  assurance  that the Company will continue to maintain flight
volume or current levels of collections on receivables for CBM operations, renew
operating  agreements  for  its  HBM  operations,  or  generate  new  profitable
contracts  for  the Products Division. Based on the anticipated level of HBM and
CBM  flight  activity and the projects in process for the Products Division, the
Company  expects  to generate sufficient cash flow to meet its operational needs
throughout the remainder of 2005. The Company also had approximately $18,020,000
in  borrowing  capacity  available  under  its  revolving  credit facility as of
September  30,  2005.


                                       21
<PAGE>
RISK  FACTORS

Actual  results  achieved  by  the  Company  may  differ  materially  from those
described  in  forward-looking  statements  as  a  result  of  various  factors,
including  but  not  limited to, those discussed above in "Outlook for 2005" and
those  described  below.

-    Flight  volume  -  All  CBM revenue and approximately 38% of HBM revenue is
     dependent  upon  flight  volume.  Approximately  38% of the Company's total
     operating  expenses  also  vary  with  the  number  of  hours  flown.  Poor
     visibility,  high  winds,  and  heavy  precipitation  can  affect  the safe
     operation  of  aircraft  and therefore result in a reduced number of flight
     hours  due  to  the  inability  to  fly  during these conditions. Prolonged
     periods  of  adverse weather conditions could have an adverse impact on the
     Company's  operating  results.  Typically, the months from November through
     February  tend  to  have  lower flight volume due to weather conditions and
     other  factors,  resulting  in  lower  CBM  operating  revenue during these
     months.  Flight  volume  for  CBM  operations  can  also be affected by the
     distribution  of  calls  among competitors by local government agencies and
     the  entrance  of  new  competitors  into  a  market.

-    Collection  rates - The Company responds to calls for air medical transport
     without pre-screening the creditworthiness of the patient. The CBM division
     invoices  patients  and  their  insurers directly for services rendered and
     recognizes  revenue  net  of estimated contractual allowances. The level of
     bad  debt  expense is driven by collection rates on these accounts. Changes
     in  estimated  contractual allowances and bad debts are recognized based on
     actual collections in subsequent periods. Collectibility is affected by the
     number  of  uninsured  or  indigent patients transported and is, therefore,
     primarily  dependent  upon the health of the U.S. economy. A significant or
     sustained  downturn in the U.S. economy could have an adverse impact on the
     Company's  bad  debt  expense.

-    Highly  leveraged  balance  sheet  -  The  Company  is obligated under debt
     facilities providing for up to approximately $92.9 million of indebtedness,
     of  which  approximately $69.2 million was outstanding (net of $3.1 million
     of  cash)  at  September 30, 2005. If the Company fails to meet its payment
     obligations  or  otherwise  defaults  under  the  agreements  governing
     indebtedness,  the  lenders  under  those agreements will have the right to
     accelerate  the indebtedness and exercise other rights and remedies against
     the  Company. These rights and remedies include the rights to repossess and
     foreclose  upon  the  assets  that  serve  as collateral, initiate judicial
     foreclosure against the Company, petition a court to appoint a receiver for
     the  Company,  and  initiate involuntary bankruptcy proceedings against the
     Company.  If  lenders  exercise  their  rights  and remedies, the Company's
     assets  may  not be sufficient to repay outstanding indebtedness, and there
     may  be  no  assets  remaining  after  payment of indebtedness to provide a
     return  on  common  stock.

-    Restrictive debt covenants - The Company's senior revolving credit facility
     contains  restrictive  financial  and  operating  covenants,  including
     restrictions  on the Company's ability to incur additional indebtedness, to
     exceed  certain annual capital expenditure limits, and to engage in various
     corporate  transactions  such as mergers, acquisitions, asset sales and the
     payment  of  cash  dividends.  These  covenants  may restrict future growth
     through  the  limitation  on capital expenditures and acquisitions, and may
     adversely  impact  the  Company's  ability  to implement its business plan.
     Failure  to  comply  with  the  covenants  defined  in  the agreement or to
     maintain  the required financial ratios could result in an event of default
     and  accelerate  payment  of  the  principal  balances due under the senior
     revolving credit facility. Given factors beyond the Company's control, such
     as  interruptions  in operations from unusual weather patterns not included
     in  current projections, there can be no assurance that the Company will be
     able  to  remain  in  compliance with financial covenants in the future, or
     that,  in  the  event of non-compliance, the Company will be able to obtain
     waivers  from the lenders, or that to obtain such waivers, the Company will
     not  be  required  to  pay lenders significant cash or equity compensation.

-    Employee unionization - In September 2003, the Company's pilots voted to be
     represented  by  a collective bargaining unit. Negotiations on a collective
     bargaining  agreement began in early 2004 and consensus has been reached on
     a  majority  of  the  non-economic issues under consideration. However, the
     economic  demands  of  the  union have continued to be significantly higher
     than  the  Company's  offers.  In  November  2005,  the  Company provided a
     settlement  offer  to  the  union which included changes to base salary and
     overtime  pay and to the Company's contribution to the defined contribution
     retirement plan (401k plan). The estimated impact of the proposed change in
     base  salary  is  $2.8  million  in the year of implementation. Because the
     impact  of  changes  to  overtime pay and to the 401k plan contributions is
     dependent upon staffing levels and employee participation in the 401k plan,
     the  effect  on


                                       22
<PAGE>
     the  Company's  financial  statements cannot presently be fully quantified.
     The  Company  has  also not yet determined the extent to which, if any, the
     impact  of the settlement offer may be offset by price increases. There can
     be  no  assurance that the Company's offer will be accepted by the union or
     that  the Company will not be subject to a work stoppage if the parties are
     unable  to come to an agreement. Other employee groups may also elect to be
     represented  by  unions  in  the  future.

-    Governmental  regulation  -  The  air  medical  transportation services and
     products  industry  is  subject  to  extensive  regulation  by governmental
     agencies,  including  the  Federal  Aviation  Administration,  which impose
     significant  compliance  costs  on  the Company. In addition, reimbursement
     rates  for air ambulance services established by governmental programs such
     as  Medicare  directly affect CBM revenue and indirectly affect HBM revenue
     from customers. Changes in laws or regulations, such as the minimum weather
     standards  for  flight  acceptance which are expected to change in 2006, or
     reimbursement  rates  could have a material adverse impact on the Company's
     cost  of  operations or revenue from flight operations. In January 2005 the
     Company  experienced  two  fatal  accidents  which  are  currently  under
     investigation  by  the National Transportation Safety Board. The outcome of
     these  investigations  and the potential impact on the Company's operations
     cannot  yet  be  ascertained.

-    Compliance  with  corporate  governance and public disclosure regulations -
     New  laws,  regulations, and standards relating to corporate governance and
     public  disclosure-including  the  Sarbanes-Oxley  Act  of  2002,  new  SEC
     regulations,  and  NASDAQ  National  Market  rules-are  subject  to varying
     interpretations in many cases due to lack of specificity. Their application
     may  evolve  over  time  as  new  guidance  is  provided  by regulatory and
     governing  bodies,  which  may  result  in continuing uncertainty regarding
     compliance  matters  and  higher costs necessitated by ongoing revisions to
     disclosure and governance practices. The Company's efforts to maintain high
     standards  of corporate governance and public disclosure in compliance with
     evolving  laws and regulations have resulted in, and are likely to continue
     to result in, increased general and administrative expenses and a diversion
     of  management's  time  and attention from revenue-generating activities to
     compliance  activities.  In  particular, compliance with Section 404 of the
     Sarbanes-Oxley  Act  of  2002,  which  requires  the  Company  to  include
     management  and  auditor reports on internal controls as part of its annual
     report,  has  required  commitment  of significant financial and managerial
     resources.  In  addition,  board  members, the chief executive officer, and
     chief  financial officer could face an increased risk of personal liability
     in  connection  with  the  performance  of  their  duties. As a result, the
     Company  may  have  difficulty  attracting  and  retaining  qualified board
     members  and  executive  officers. If efforts to comply with new or changed
     laws,  regulations,  and  standards  differ from the activities intended by
     regulatory  or governing bodies due to ambiguities related to practice, the
     Company's  reputation  may  be  harmed.

-    Internal  controls  -  The  Company  is  required  by  Section  404  of the
     Sarbanes-Oxley  Act  of  2002  to include management and auditor reports on
     internal  controls  as part of its annual report. Management concluded that
     internal  control  over  financial  reporting was effective at December 31,
     2004,  and  the Company's independent auditors attested to that conclusion.
     There  can  be  no  assurance that material weaknesses in internal controls
     over  financial  reporting will not be discovered in the future or that the
     Company and its independent auditors will be able to conclude that internal
     control over financial reporting is effective in the future. Although it is
     unclear  what  impact  failure  to  comply  fully  with  Section 404 or the
     discovery  of  a  material  weakness  in  internal  controls over financial
     reporting  would  have  on  the  Company,  it  may  subject  the Company to
     regulatory  scrutiny  and  result  in  additional  expenditures to meet the
     requirements,  a reduced ability to obtain financing, or a loss of investor
     confidence  in  the  accuracy  of  the  Company's  financial  reports.

-    Competition  -  HBM  operations  face  significant competition from several
     national  and  regional  air medical transportation providers for contracts
     with  hospitals  and  other  healthcare  institutions.  In  addition to the
     national  and regional providers, CBM operations also face competition from
     smaller  regional  carriers and alternative air ambulance providers such as
     sheriff  departments.  Operators  generally  compete on the basis of price,
     safety record, accident prevention and training, and the medical capability
     of  the aircraft. The Company's competition in the aircraft interior design
     and  manufacturing  industry  comes primarily from three companies based in
     the  United  States  and  three  in  Europe. Competition is based mainly on
     product  availability,  price,  and product features, such as configuration
     and  weight.  There  can  be  no assurance that the Company will be able to
     continue  to  compete  successfully  for  new  or renewing contracts in the
     future.


                                       23
<PAGE>
-    Fuel  costs  -  Fuel accounted for 2.4% of total operating expenses for the
     nine  months  ended  September  30, 2005. Both the cost and availability of
     fuel  are  influenced  by  many  economic  and political factors and events
     occurring  in  oil-producing countries throughout the world, and fuel costs
     fluctuate  widely.  Recently  the  price  per  barrel of oil has been at an
     all-time  high. The Company cannot predict the future cost and availability
     of fuel. The unavailability of adequate fuel supplies could have an adverse
     effect  on  the  Company's cost of operations and profitability. Generally,
     the  Company's  HBM customers pay for all fuel consumed in medical flights.
     However,  the  Company's  ability  to  pass on increased fuel costs for CBM
     operations  may  be  limited  by economic and competitive conditions and by
     reimbursement  rates  established  by  Medicare,  Medicaid,  and  insurance
     providers.  The  Company does not currently have any agreements in place to
     hedge  its  fuel  costs.

-    Aviation  industry hazards and insurance limitations - Hazards are inherent
     in  the  aviation  industry  and  may  result in loss of life and property,
     thereby  exposing  the  Company to potentially substantial liability claims
     arising  out  of the operation of aircraft. The Company may also be sued in
     connection  with  medical  malpractice claims arising from events occurring
     during a medical flight. Under HBM operating agreements, hospital customers
     have  agreed  to  indemnify  the  Company  against liability arising out of
     medical  malpractice  claims  and  to  maintain  insurance  covering  such
     liability, but there can be no assurance that a hospital will not challenge
     the  indemnification  rights  or  will  have sufficient assets or insurance
     coverage  for  full indemnity. In CBM operations, Company personnel perform
     medical procedures on transported patients, which may expose the Company to
     significant  direct  legal  exposure  to  medical  malpractice  claims. The
     Company  maintains  general  liability aviation insurance, aviation product
     liability  coverage,  and  medical malpractice insurance, and believes that
     the  level of coverage is customary in the industry and adequate to protect
     against  claims.  However,  there  can  be  no  assurance  that  it will be
     sufficient  to  cover  potential  claims or that present levels of coverage
     will  be  available  in  the future at reasonable cost. A limited number of
     hull  and liability insurance underwriters provide coverage for air medical
     operators. A significant downturn in insurance market conditions could have
     a  material  adverse  effect  on  the  Company's  cost  of  operations.
     Approximately  42%  of any increases in hull and liability insurance may be
     passed  through to the Company's HBM customers according to contract terms.
     In  addition, the loss of any aircraft as a result of accidents could cause
     both significant adverse publicity and interruption of air medical services
     to  client  hospitals, which could adversely affect the Company's operating
     results and relationship with such hospitals. The January accidents did not
     have  a material impact on the Company's hull and liability insurance rates
     as  renewed  in  July 2005. However, in the nine months ended September 30,
     2005,  the  Company  recorded  an  increase  in expense of $790,000 for the
     self-insured  portion  of  workers compensation premiums as a result of the
     accidents.

-    Foreign ownership - Federal law requires that United States air carriers be
     citizens  of  the  United  States. For a corporation to qualify as a United
     States  citizen, the president and at least two-thirds of the directors and
     other  managing  officers of the corporation must be United States citizens
     and at least 75% of the voting interest of the corporation must be owned or
     controlled  by  United States citizens. If the Company is unable to satisfy
     these  requirements,  operating  authority  from  the  Department  of
     Transportation  may be revoked. Furthermore, under certain loan agreements,
     an event of default occurs if less than 80% of the voting interest is owned
     or  controlled  by  United  States  citizens. As of September 30, 2005, the
     Company was aware of one foreign person who, according to public securities
     filings,  is  believed  to  hold  approximately  9.6% of outstanding Common
     Stock.  Because the Company is unable to control the transfer of its stock,
     it  is  unable  to  assure  that  it  can  remain  in compliance with these
     requirements  in  the  future.

-    Dependence  on  third  party  suppliers  -  The Company currently obtains a
     substantial  portion of its helicopter spare parts and components from Bell
     Helicopter, Inc., (Bell) and American Eurocopter Corporation (AEC), because
     its  fleet  is  composed  primarily of Bell and AEC aircraft, and maintains
     supply  arrangements  with other parties for its engine and related dynamic
     components. Based upon the manufacturing capabilities and industry contacts
     of  Bell,  AEC,  and  other  suppliers, the Company believes it will not be
     subject to material interruptions or delays in obtaining aircraft parts and
     components but does not have an alternative source of supply for Bell, AEC,
     and  certain  other  aircraft  parts. Failure or significant delay by these
     vendors  in  providing necessary parts could, in the absence of alternative
     sources  of  supply, have a material adverse effect on the Company. Because
     of  its  dependence upon Bell and AEC for helicopter parts, the Company may
     also  be  subject  to  adverse  impacts from unusually high price increases
     which  are  greater  than  overall  inflationary  trends.  Increases in the
     Company's monthly and hourly flight fees billed to its HBM customers may be
     limited  to  changes in the consumer price index. As a result, an unusually
     high  increase  in  the  price  of  parts may not be fully passed on to the
     Company's  HBM  customers.  The  ability to pass on price increases for CBM
     operations  may  be limited by reimbursement rates established by Medicare,
     Medicaid,  and  insurance  providers  and  by  other market considerations.


                                       24
<PAGE>
-    Employee  recruitment  and retention - An important aspect of the Company's
     operations  is  the  ability to hire and retain employees who have advanced
     aviation,  nursing,  and  other  technical  skills.  In  addition, hospital
     contracts  typically  contain minimum certification requirements for pilots
     and  mechanics.  Employees who meet these standards are in great demand and
     are  likely  to remain a limited resource in the foreseeable future. If the
     Company  is  unable  to  recruit  and  retain  a sufficient number of these
     employees,  the  ability  to  maintain  and  grow  the  business  could  be
     negatively  impacted.

-    Department  of  Defense  funding  -  Several  of  the  projects  which have
     historically been significant sources of revenue for the Products Division,
     including  HH-60L and MEV systems, are dependent upon Department of Defense
     funding. Failure of the U.S. Congress to approve funding for the production
     of  additional  HH-60L or MEV units could have a material adverse impact on
     Products  Division  revenue.

CRITICAL  ACCOUNTING  POLICIES

The Company's consolidated financial statements have been prepared in accordance
with  accounting  principles  generally  accepted  in  the  United  States.  The
preparation  of these financial statements requires management to make estimates
and  assumptions  that affect the reported amounts of assets and liabilities and
the disclosure of contingent assets and liabilities at the date of the financial
statements  and  the  reported  amounts  of  revenues  and  expenses  during the
reporting  period.

On  an  on-going  basis,  management  evaluates  its  estimates  and  judgments,
including  those  related  to  revenue  recognition,  uncollectible receivables,
deferred  income  taxes,  and depreciation and residual values. Management bases
its  estimates  and  judgments  on  historical  experience  and on various other
factors  that are believed to be reasonable under the circumstances, the results
of which form the basis for making judgments about the carrying values of assets
and liabilities that are not readily apparent from other sources. Actual results
may  differ  from  these  estimates  under  different assumptions or conditions.
Management  believes  the following critical accounting policies affect its more
significant  judgments and estimates used in the preparation of its consolidated
financial  statements.

Revenue  Recognition

Fixed flight fee revenue under the Company's operating agreements with hospitals
is  recognized monthly over the terms of the agreements. Flight revenue relating
to patient transports is recognized upon completion of the services. Revenue and
accounts  receivable  are recorded net of estimated contractual allowances under
agreements  with  third-party  payers.  Estimates  of contractual allowances are
initially  determined  based on historical discount percentages for Medicare and
Medicaid patients and adjusted periodically based on actual discounts. If actual
discounts  realized  are  more  or  less  than  those  projected  by management,
adjustments  to  contractual  allowances may be required. Based on related gross
flight  revenue  for  the  nine months ended September 30, 2005, a change of 100
basis  points  in  the  percentage of estimated contractual discounts would have
resulted in a change of approximately $2,337,000 in flight revenue.

Revenue related to fixed fee medical interior and products contracts is recorded
as  costs  are incurred using the percentage of completion method of accounting.
The  Company  estimates  the percentage of completion based on costs incurred to
date  as a percentage of an estimate of the total costs to complete the project.
Losses on contracts in process are recognized when determined. If total costs to
complete  a  project are greater or less than estimated, the gross margin on the
project  may be greater or less than originally recorded under the percentage of
completion  method.

Uncollectible  Receivables

The  Company  responds to calls for air medical transports without pre-screening
the  credit  worthiness  of  the  patient.  Uncollectible  trade receivables are
charged  to  operations  using  the allowance method. Estimates of uncollectible
receivables  are  determined  monthly  based  on historical collection rates and
adjusted  monthly  thereafter  based  on  actual  collections.  If actual future
collections  are more or less than those projected by management, adjustments to
allowances for uncollectible accounts may be required. There can be no guarantee
that  the  Company will continue to experience the same collection rates that it
has  in  the past. Based on related net flight revenue for the nine months ended
September  30, 2005, a change of 100 basis points in the percentage of estimated
uncollectible  accounts  would  have  resulted  in  a  change  of  approximately
$1,694,000  in  bad  debt  expense.


                                       25
<PAGE>
Deferred  Income  Taxes

In preparation of the consolidated financial statements, the Company is required
to estimate income taxes in each of the jurisdictions in which it operates. This
process  involves estimating actual current tax exposure together with assessing
temporary  differences  resulting  from  differing  treatment  of items, such as
depreciable assets and bad debt reserves, for tax and accounting purposes. These
differences result in deferred tax assets and liabilities, which are included in
the  consolidated  balance sheets. The Company then assesses the likelihood that
deferred tax assets will be recoverable from future taxable income and records a
valuation allowance for those amounts it believes are not likely to be realized.
Establishing  or  increasing  a valuation allowance in a period increases income
tax expense. The Company considers estimated future taxable income, tax planning
strategies,  and  the  expected  timing  of  reversals  of  existing  temporary
differences in assessing the need for a valuation allowance against deferred tax
assets.  In the event the Company were to determine that it would not be able to
realize  all or part of its net deferred tax assets in the future, an adjustment
to  the  valuation  allowance  would  be  charged  to  income in the period such
determination  was made. Likewise, should the Company determine that it would be
able  to  realize  its  deferred  tax  assets in the future in excess of its net
recorded  amount, an adjustment to the valuation allowance would increase income
in  the  period  such  determination  was  made.

Depreciation  and  Residual  Values

In  accounting  for  long-lived  assets,  the  Company makes estimates about the
expected  useful  lives,  projected  residual  values  and  the  potential  for
impairment.  Estimates of useful lives and residual values of aircraft are based
upon  actual  industry  experience  with  the same or similar aircraft types and
anticipated  utilization of the aircraft. Changing market prices of new and used
aircraft,  government  regulations  and  changes  in  the  Company's maintenance
program  or  operations could  result  in changes to these estimates. Long-lived
assets  are evaluated for impairment whenever events or changes in circumstances
indicate  that  the  carrying  amount  of  an  asset  may  not  be  recoverable.
Recoverability  of long-lived assets is measured by a comparison of the carrying
amount  of  an  asset  to  future net cash flows expected to be generated by the
asset.


ITEM 3.  QUANTITATIVE  AND  QUALITATIVE  DISCLOSURES  ABOUT  MARKET  RISK

Market  risk  is the potential loss arising from adverse changes in market rates
and  prices,  such  as  foreign currency exchange and interest rates. All of the
Company's product sales and related receivables are payable in U.S. dollars. The
Company  is  subject  to  interest  rate  risk on its debt obligations and notes
receivable,  most  of  which  have  fixed  interest  rates,  except  $14,366,000
outstanding  against  the line of credit and $21,976,000 in term loans and notes
payable.  Based  on  the  amounts  outstanding at September 30, 2005, the annual
impact  of a change of 100 basis points in interest rates would be approximately
$363,000.  Interest  rates on these instruments approximate current market rates
as  of  September  30,  2005.

Periodically  the  Company  enters  into  interest  rate risk hedges to minimize
exposure  to  the  effect  of an increase in interest rates. As of September 30,
2005,  the  Company  was  party  to  one  interest rate swap agreement. The swap
agreement  provides  that  the  Company  will pay a 3.62% fixed interest rate on
$877,000  of notional principal and receive a floating interest rate (LIBOR plus
2.50%) on the same amount of notional principal from the counterparty.


                                       26
<PAGE>
ITEM 4.  CONTROLS  AND  PROCEDURES

DISCLOSURE  CONTROLS  AND  PROCEDURES

The  Company  maintains  disclosure controls and procedures that are designed to
ensure  that information required to be disclosed in the Company's reports filed
or  submitted  to  the  Securities  and Exchange Commission under the Securities
Exchange  Act  of  1934,  as  amended,  is  recorded,  processed, summarized and
reported  within the time periods specified by the Commission's rules and forms,
and  that  information  is accumulated and communicated to management, including
the  principal  executive  and financial officers (referred to in this report as
the  Certifying  Officers),  as  appropriate to allow timely decisions regarding
required  disclosure.  Management,  under  the  supervision  and  with  the
participation  of  the  Certifying  Officers,  evaluated  the  effectiveness  of
disclosure  controls  and  procedures as of September 30, 2005, pursuant to Rule
13a-15(b)  under  the  Exchange  Act.  Based  on that evaluation, the Certifying
Officers have concluded that, as of September 30, 2005, the Company's disclosure
controls  and  procedures  were  effective.

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

There  were  no  significant  changes  in  the  Company's  internal control over
financial  reporting  that  occurred  during  the most recently completed fiscal
quarter  that  have  materially affected, or are reasonably likely to materially
affect,  the  Company's  internal  control  over  financial  reporting.

In  the  third  quarter  of 2005, the Company upgraded its hardware and software
systems  for  patient  billing.


                                       27
<PAGE>
                           PART II: OTHER INFORMATION

ITEM 1.   LEGAL  PROCEEDINGS

          Not  Applicable

ITEM 2.   CHANGES  IN  SECURITIES

          Not  Applicable

ITEM 3.   DEFAULTS  UPON  SENIOR  SECURITIES

          Not  Applicable

ITEM 4.   SUBMISSION  OF  MATTERS  TO  A  VOTE  OF  SECURITY  HOLDERS

          The 2005 Annual Meeting of Stockholders was held on August 3, 2005. At
          the  meeting,  Messrs. Samuel H. Gray, Morad Tahbaz, and Aaron D. Todd
          were  elected  to  Class  II  directorships.  Voting  results  were as
          follows:

<TABLE>
<CAPTION>
                                            Total Vote
                          Total Vote For  Withheld From
                          Each Director   Each Director
                          --------------  -------------
<S>                       <C>             <C>
          Samuel H. Gray       8,778,232        976,570
          Morad Tahbaz         8,211,324      1,543,478
          Aaron D. Todd        8,806,830        947,972
</TABLE>

          Following  the  meeting,  George  W. Belsey; Ralph J. Bernstein; David
          Kikumoto;  Maj. Gen. Carl H. McNair, Jr. (Ret.); Lowell D. Miller, Ph.
          D.;  and  Paul  Tate  continued  to  serve  as  directors.

          Stockholders rejected the 2005 Equity Compensation Plan which had been
          adopted by the Board of Directors in June 2005, subject to stockholder
          approval.  Voting  results  were  as  follows:

<TABLE>
<CAPTION>
                  For      Against   Abstain/Broker Non-Vote
               ---------  ---------  -----------------------
               <S>        <C>        <C>
               2,290,563  2,530,411                4,937,645
</TABLE>

ITEM 5.  OTHER INFORMATION

         Not Applicable

ITEM 6.  EXHIBITS

         10.1  Aircraft  purchase  agreement, dated August 10, 2005, between Air
               Methods  Corporation  and  American  Eurocopter,  LLC

         10.2  Aircraft  purchase  agreement, dated August 10, 2005, between Air
               Methods  Corporation  and  American  Eurocopter,  LLC

         31.1  Chief Executive Officer Certification adopted pursuant to Section
               302  of  the  Sarbanes-Oxley  Act  of  2002

         31.2  Chief Financial Officer Certification adopted pursuant to Section
               302  of  the  Sarbanes-Oxley  Act  of  2002

         32    Certification  adopted  pursuant  to  Section  906  of  the
               Sarbanes-Oxley  Act  of  2002


                                       28
<PAGE>
SIGNATURES

          Pursuant  to  the requirements of the Securities Exchange Act of 1934,
the  registrant  has  duly  caused this report to be signed on its behalf by the
undersigned  thereunto  duly  authorized.


                                       AIR METHODS CORPORATION


Date:  November 9, 2005                By  \s\  Aaron D. Todd
                                         --------------------------------------
                                       Aaron D. Todd
                                       Chief Executive Officer
                                       (Principal Executive Officer)


Date:  November 9, 2005                By  \s\  Trent J. Carman
                                         --------------------------------------
                                       Trent J. Carman
                                       Chief Financial Officer
                                       (Principal Financial Officer)


Date:  November 9, 2005                By  \s\  Sharon J. Keck
                                         --------------------------------------
                                       Sharon J. Keck
                                       Chief Accounting Officer
                                       (Principal Accounting Officer)


                                       29