UNITED STATES 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     March  31,  2006
                                  -----------------------

                                       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               (I.R.S.  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
                                                           --------------

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 a large accelerated filer, an
accelerated  filer  or  a  non-accelerated filer. See definition of "accelerated
filer  and  large  accelerated  filer"  in Rule 12b-2 of the Exchange Act (check
one):

Large accelerated Filer [ ]   Accelerated Filer [X]    Non-accelerated Filer [ ]

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 April
28,  2006,  was  11,761,613.


<PAGE>
                               TABLE OF CONTENTS

                                   Form 10-Q

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

                    Consolidated Balance Sheets - March 31, 2006 and December 31, 2005   1

                    Consolidated Statements of Operations for the three months
                      ended March 31, 2006 and 2005                                      3

                    Consolidated Statements of Cash Flows for the three months ended
                      March 31, 2006 and 2005                                            4

                    Notes to Consolidated Financial Statements                           6

          Item 2.   Management's Discussion and Analysis of Financial Condition
                      and Results of Operations                                         10

          Item 3.   Quantitative and Qualitative Disclosures about Market Risk          18

          Item 4.   Controls and Procedures                                             18

PART II.  OTHER INFORMATION

          Item 1.   Legal Proceedings                                                   19

          Item 1A.  Risk Factors                                                        19

          Item 2.   Unregistered Sales of Equity Securities and Use of Proceeds         19

          Item 3.   Defaults upon Senior Securities                                     19

          Item 4.   Submission of Matters to a Vote of Security Holders                 19

          Item 5.   Other Information                                                   19

          Item 6.   Exhibits                                                            20

          SIGNATURES                                                                    21
</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 and per share amounts)
                                      (unaudited)

                                                                MARCH 31,   DECEMBER 31,
                                                                  2006          2005
                                                               --------------------------
<S>                                                            <C>          <C>
Assets
------

Current assets:
  Cash and cash equivalents                                    $    3,051          3,218
  Current installments of notes receivable                             66             65
  Receivables:
    Trade                                                         139,649        129,107
    Less allowance for doubtful accounts                          (50,098)       (45,540)
                                                               --------------------------
                                                                   89,551         83,567
    Other                                                           1,897          2,524
                                                               --------------------------
                                                                   91,448         86,091
                                                               --------------------------

  Inventories                                                       9,515          9,197
  Work-in-process on medical interiors and products contracts       1,018            762
  Assets held for sale                                              5,401          6,446
  Costs and estimated earnings in excess of billings on
    uncompleted contracts                                           4,061          3,548
  Deferred income taxes                                             1,062          1,133
  Prepaid expenses and other                                        2,822          2,051
                                                               --------------------------

      Total current assets                                        118,444        112,511
                                                               --------------------------

Property and equipment:
  Land                                                                441            441
  Flight and ground support equipment                             145,944        143,342
  Buildings and other equipment                                    13,811         13,354
                                                               --------------------------
                                                                  160,196        157,137
  Less accumulated depreciation and amortization                  (65,676)       (63,607)
                                                               --------------------------

      Net property and equipment                                   94,520         93,530
                                                               --------------------------

Goodwill                                                            6,485          6,485
Notes and other receivables, less current installments                 82             99
Other assets, net of accumulated amortization of $3,030 and
  $2,773 at March 31, 2006 and December 31, 2005,
  respectively                                                      8,912          8,907
                                                               --------------------------

      Total assets                                             $  228,443        221,532
                                                               ==========================
                                                                              (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)

                                                                MARCH 31,   DECEMBER 31,
                                                                   2006         2005
                                                                ------------------------
<S>                                                             <C>         <C>
Liabilities and Stockholders' Equity
------------------------------------

Current liabilities:
  Notes payable                                                 $    5,401         6,446
  Current installments of long-term debt                            10,043         9,399
  Current installments of obligations under capital leases             739           657
  Accounts payable                                                   9,392         8,405
  Deferred revenue                                                   3,488         3,913
  Billings in excess of costs and estimated earnings on
    uncompleted contracts                                               42           332
  Accrued wages and compensated absences                             8,946         7,217
  Due to third party payors                                          2,303         1,858
  Other accrued liabilities                                          7,355         7,445
                                                                ------------------------

      Total current liabilities                                     47,709        45,672

Long-term debt, less current installments                           58,561        57,704
Obligations under capital leases, less current installments            794           688
Deferred income taxes                                               19,775        19,997
Other liabilities                                                   10,901        11,260
                                                                ------------------------

      Total liabilities                                            137,740       135,321
                                                                ------------------------

Stockholders' equity (notes 3 and 4):
  Preferred stock, $1 par value.  Authorized 5,000,000 shares,
    none issued                                                         --            --
  Common stock, $.06 par value. Authorized 16,000,000 shares;
    issued 11,742,584 and 11,605,590 shares at March 31,
    2006 and December 31, 2005, respectively                           705           696
  Additional paid-in capital                                        68,122        66,219
  Retained earnings                                                 21,876        19,296
                                                                ------------------------

      Total stockholders' equity                                    90,703        86,211
                                                                ------------------------

      Total liabilities and stockholders' equity                $  228,443       221,532
                                                                ========================
</TABLE>

See  accompanying  notes  to  consolidated  financial  statements.

                                        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 MARCH 31,
                                                                 ---------------------------------
                                                                      2006             2005
                                                                 ---------------------------------
<S>                                                              <C>             <C>
Revenue:
  Flight revenue                                                 $      87,831   $         66,958
  Sales of medical interiors and products                                1,569              1,524
  Parts and maintenance sales and services                                  36                 26
                                                                 ---------------------------------
                                                                        89,436             68,508
                                                                 ---------------------------------

Operating expenses:
  Flight centers                                                        31,349             25,746
  Aircraft operations                                                   17,210             14,929
  Aircraft rental                                                        5,004              4,280
  Cost of medical interiors and products sold                              871                843
  Cost of parts and maintenance sales and services                          34                 47
  Depreciation and amortization                                          3,171              2,897
  Bad debt expense                                                      16,407             10,111
  Loss on disposition of assets, net                                        85                107
  General and administrative                                             9,827              8,763
                                                                 ---------------------------------
                                                                        83,958             67,723
                                                                 ---------------------------------

        Operating income                                                 5,478                785

Other income (expense):
  Interest expense                                                      (1,356)            (1,893)
  Other, net                                                               346                373
                                                                 ---------------------------------

Income (loss) before income taxes                                        4,468               (735)

Income tax benefit (expense)                                            (1,888)               267

                                                                 ---------------------------------
          Net income (loss)                                      $       2,580   $           (468)
                                                                 =================================

Basic income (loss) per common share (note 2)                    $         .22   $           (.04)
                                                                 =================================

Diluted income (loss) per common share (note 2)                  $         .21   $           (.04)
                                                                 =================================

Weighted average number of common shares outstanding - basic        11,635,327         10,998,232
                                                                 =================================

Weighted average number of common shares outstanding - diluted      12,278,738         10,998,232
                                                                 =================================
</TABLE>

See  accompanying  notes  to  consolidated  financial  statements.


                                        3
<PAGE>
<TABLE>
<CAPTION>
                                       AIR METHODS CORPORATION AND SUBSIDIARIES
                                        CONSOLIDATED STATEMENTS OF CASH FLOWS
                                               (Amounts in thousands)
                                                    (unaudited)

                                                                                       THREE MONTHS ENDED MARCH 31,
                                                                                     --------------------------------
                                                                                          2006             2005
                                                                                     --------------------------------
<S>                                                                                  <C>             <C>
Cash flows from operating activities:
  Net income (loss)                                                                  $       2,580              (468)
  Adjustments to reconcile net income (loss) to net cash provided by operating
    activities:
    Depreciation and amortization expense                                                    3,171             2,897
    Bad debt expense                                                                        16,407            10,111
    Deferred income tax benefit                                                               (151)             (277)
    Stock-based compensation                                                                    78                --
    Tax benefit from exercise of stock options                                                (833)               --
    Loss on retirement and sale of equipment, net                                               85               107
    Changes in assets and liabilities:
      Decrease (increase) in prepaid expenses and other current assets                         (98)              539
      Increase in receivables                                                              (21,764)           (9,811)
      Increase in inventories                                                                 (318)             (287)
      Decrease (increase) in work-in-process on medical interiors and costs in
        excess of billings                                                                    (769)            1,060
      Increase (decrease) in accounts payable and other accrued liabilities                  3,797            (1,411)
      Increase (decrease) in deferred revenue and billings in excess of costs, and
        other liabilities                                                                     (967)                5
                                                                                     --------------------------------
          Net cash provided by operating activities                                          1,218             2,465
                                                                                     --------------------------------

Cash flows from investing activities:
  Acquisition of equipment and leasehold improvements                                       (3,669)           (2,761)
  Proceeds from disposition and sale of equipment                                               --               463
  Decrease (increase) in notes receivable and other assets, net                               (199)              289
                                                                                     --------------------------------
          Net cash used by investing activities                                             (3,868)           (2,009)
                                                                                     --------------------------------

                                                                                                          (Continued)
</TABLE>


                                        4
<PAGE>
<TABLE>
<CAPTION>
                       AIR METHODS CORPORATION AND SUBSIDIARIES
                   CONSOLIDATED STATEMENTS OF CASH FLOWS, CONTINUED
                                (Amounts in thousands)
                                     (unaudited)

                                                          THREE MONTHS ENDED MARCH 31,
                                                        --------------------------------
                                                             2006             2005
                                                        --------------------------------
<S>                                                     <C>             <C>
Cash flows from financing activities:
  Net borrowings under line of credit                   $       4,119             1,836
  Payments for debt issue costs                                   (18)              (37)
  Payments of long-term debt                                   (3,291)           (2,074)
  Payments of capital lease obligations                          (161)             (140)
  Tax benefit from exercise of stock options                      833                --
  Proceeds from issuance of common stock, net                   1,001               117
                                                        --------------------------------
      Net cash provided (used) by financing activities          2,483              (298)
                                                        --------------------------------

Increase (decrease) in cash and cash equivalents                 (167)              158

Cash and cash equivalents at beginning of period                3,218             2,603
                                                        --------------------------------

Cash and cash equivalents at end of period              $       3,051             2,761
                                                        ================================

Interest paid in cash during the year                   $       1,227             2,003
                                                        ================================

Income taxes paid in cash during the year               $         102                25
                                                        ================================
</TABLE>

Non-cash investing and financing activities:

In the quarter ended March 31, 2006, the Company settled notes payable of $4,778
in  exchange  for  the aircraft securing the debt. The Company also entered into
notes  payable  of $3,733 to finance the purchase of aircraft which are held for
sale  as  of  March  31,  2006.

In  the quarter ended March 31, 2006, the Company entered into a note payable of
$673 to finance insurance policies and into capital lease obligations of $349 to
finance  the  purchase  of  equipment.

In the quarter ended March 31, 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 $85 by applying a purchase deposit against it and entered into
a  note  payable  of  $396  to  finance  insurance  policies.


See  accompanying  notes  to  consolidated  financial  statements.


                                        5
<PAGE>
AIR  METHODS  CORPORATION  AND  SUBSIDIARIES
NOTES  TO  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,  2005.

     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.

(2)  INCOME  (LOSS)  PER  SHARE
     --------------------------

     Basic  earnings  per  share  is  computed  by dividing net income (loss) by
     the weighted average number of common shares outstanding during the period.
     Diluted  earnings  per  share  is  computed  by  dividing net income by all
     outstanding  and  dilutive  potential  common  shares  during  the  period.

     The  reconciliation  of  basic  to  diluted  weighted average common shares
     outstanding  is  as  follows  for  the  quarters  ended  March  31:

<TABLE>
<CAPTION>
                                                                            2006        2005
                                                                         ----------------------
<S>                                                                      <C>         <C>
         Weighted average number of common shares outstanding - basic    11,635,327  10,998,232
         Dilutive effect of:
           Common stock options                                             551,741          --
           Common stock warrants                                             91,670          --
                                                                         ----------------------
         Weighted average number of common shares outstanding - diluted  12,278,738  10,998,232
                                                                         ======================
</TABLE>

     Common  stock  options  totaling  1,012,500  and  common  stock  warrants
     totaling  574,716  were  not included in the diluted shares outstanding for
     the  quarter ended March 31, 2005, respectively, because their effect would
     have  been  anti-dilutive.


                                        6
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED

(3)  STOCKHOLDERS'  EQUITY
     ---------------------

     Changes  in  stockholders'  equity  for  the  three  months ended March 31,
     2006,  consisted  of  the  following  (amounts  in  thousands  except share
     amounts):

<TABLE>
<CAPTION>
                                                               Shares
                                                             Outstanding  Amount
                                                             --------------------
<S>                                                          <C>          <C>
         Balances at January 1, 2006                          11,605,590  $86,211

         Issuance of common shares for options and warrants
           exercised                                             136,994    1,001
         Tax benefit from exercise of stock options                   --      833
         Stock-based compensation                                     --       78
         Net income                                                   --    2,580
                                                             --------------------

         Balances at March 31, 2006                           11,742,584  $90,703
                                                             ====================
</TABLE>

(4)  STOCK-BASED COMPENSATION
     ------------------------

     Effective  January  1,  2006,  the  Company  implemented FASB Statement No.
     123R  (Statement  123R),  Accounting  for  Stock-Based  Compensation,  an
     amendment  of  FASB  Statement  No.  123, adopting the modified prospective
     method  of  implementation.  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. Under the modified prospective
     method,  compensation  cost has been 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. During the quarter ended March 31, 2006,
     the  Company  recognized  $78,000  in  compensation  expense  related  to
     outstanding  stock options. Total unrecognized compensation cost related to
     unvested  stock-based  awards  as  of  March  31, 2006, was $719,000 and is
     expected  to be recognized over the remaining weighted average vesting term
     of  2.6  years. Any future excess tax benefits derived from the exercise of
     stock  options  will  be  recorded prospectively and reported as cash flows
     from  financing  activities  in  accordance  with  FAS  123R.

     Prior  to  January  1,  2006,  the Company accounted 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  granted its options at or above market value, no compensation
     cost  was  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 Statement 123, the Company's net income and income per share
     would  have  been  reduced to the pro forma amounts indicated below for the
     quarter  ended  March  31,  2005  (amounts  in  thousands, except per share
     amounts):

<TABLE>
<CAPTION>
<S>                                             <C>
         Net loss:
           As reported                          $  (468)
           Pro forma                               (544)

         Basic and diluted net loss per share:
           As reported                          $  (.04)
           Pro forma                               (.05)
</TABLE>


                                        7
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED

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

     The  Company  has  a  Stock  Option  Plan (the Plan) which provides for the
     granting  of incentive stock options (ISO's) and nonqualified stock options
     (NSO's),  stock  appreciation rights, and supplemental stock bonuses. Under
     the  Plan,  3,500,000  shares  of  common  stock  are reserved for options.
     Generally,  the options granted under the Plan have an exercise price equal
     to  the market value on the date of grant, vest in three equal installments
     beginning  one  year from the date of grant, and expire five years from the
     date  of grant. However, option grants to certain officers and employees in
     2004  included  460,000  options which vest after five years and expire six
     years  from  the  date  of  grant.

     The  Company  also  has  a  Nonemployee  Director  Stock  Option  Plan (the
     Director Plan) which authorizes the grant of NSO's to purchase an aggregate
     of  300,000 shares of common stock to nonemployee directors of the Company.
     Through  2004,  each  nonemployee  director  completing  one fiscal year of
     service  received a five-year option to purchase 10,000 shares, exercisable
     at the then current market value of the Company's common stock. All options
     under  this  plan  were  vested  immediately  upon  issue.

     The  following  is  a  summary  of  option  activity under the Plan and the
     Director  Plan  during  the  quarter  ended  March  31,  2006:

<TABLE>
<CAPTION>
                                                                    Weighted-      Aggregate
                                                                     Average       Intrinsic
                                                     Weighted       Remaining        Value
                                                      Average      Contractual    (amounts in
                                        Shares    Exercise Price   Life (Years)    thousands)
                                       ---------  ---------------  ------------  -------------
<S>                                    <C>        <C>              <C>           <C>
     Outstanding at December 31, 2005   961,522   $          8.48
     Exercised                         (131,023)             7.67
                                       ---------
     Outstanding at March 31, 2006      830,499              8.61           3.3  $      17,381
                                       =========

     Exercisable at March 31, 2006      362,500              8.15           2.7          7,755
                                       =========
</TABLE>

     The  fair  value  of  each  option  grant is estimated on the date of grant
     using  the  Black-Scholes  option-pricing  model.  No  options were granted
     during  the  first quarter of 2006 or 2005. During the quarters ended March
     31,  2006  and  2005,  options  to  purchase 131,023 and 12,381 shares were
     exercised with aggregate intrinsic values totaling approximately $2,352,000
     and  $22,000,  respectively.


                                        8
<PAGE>
NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS,  CONTINUED

(5)  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  Hospital-Based  Model (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
          seventeen 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 MARCH 31:      CBM       HBM     Division   Activities   Eliminations   Consolidated
-------------------------------------------------------------------------------------------------------
<S>                           <C>        <C>       <C>        <C>          <C>            <C>
2006
External revenue              $ 61,279    26,588      1,569           --             --         89,436
Intersegment revenue                --        --      3,244           --         (3,244)            --
                              -------------------------------------------------------------------------
Total revenue                   61,279    26,588      4,813           --         (3,244)        89,436
                              -------------------------------------------------------------------------

Operating expenses             (36,623)  (24,172)    (3,493)      (2,544)         2,452        (64,380)
Depreciation & amortization     (1,652)   (1,338)      (107)         (74)            --         (3,171)
Bad debt expense               (15,773)     (634)        --           --             --        (16,407)
Interest expense                  (728)     (599)        --          (29)            --         (1,356)
Other income, net                  293        --         --           53             --            346
Income tax expense                  --        --         --       (1,888)            --         (1,888)
                              -------------------------------------------------------------------------
Segment net income (loss)     $  6,796      (155)     1,213       (4,482)          (792)         2,580
                              =========================================================================

Total assets                  $ 95,511       N/A        N/A      135,096         (2,164)       228,443
                              =========================================================================

2005
External revenue              $ 44,618    22,366      1,524           --             --         68,508
Intersegment revenue                --        --      2,787           --         (2,787)            --
                              -------------------------------------------------------------------------
Total revenue                   44,618    22,366      4,311           --         (2,787)        68,508
                              -------------------------------------------------------------------------

Operating expenses             (31,835)  (19,564)    (3,321)      (2,312)         2,317        (54,715)
Depreciation & amortization     (1,397)   (1,348)       (91)         (61)            --         (2,897)
Bad debt expense               (10,108)       (3)        --           --             --        (10,111)
Interest expense                  (976)     (892)        --          (25)            --         (1,893)
Other income, net                  226        --         --          147             --            373
Income tax benefit                  --        --         --          267             --            267
                              -------------------------------------------------------------------------
Segment net income (loss)     $    528       559        899       (1,984)          (470)          (468)
                              =========================================================================

Total assets                  $ 66,995       N/A        N/A      132,686         (2,164)       197,517
                              =========================================================================
</TABLE>


                                        9
<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 our 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  our  possible  or assumed future results; size,
structure  and  growth  of  our  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 we achieve may differ
materially  from  those  discussed in such forward-looking statements due to the
risks and uncertainties described in the Risk Factors section of this report, in
Management's  Discussion  and  Analysis  of  Financial  Condition and Results of
Operations,  and  in  other  sections  of  this report, as well as in our annual
report  on  Form  10-K. We undertake no obligation to update any forward-looking
statements.

OVERVIEW

We  provide air medical transportation services throughout the United States and
design,  manufacture, and install medical aircraft interiors and other aerospace
products  for  domestic  and international customers. Our 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 first quarter of 2006 the CBM Division generated 68% of
     our  total  revenue,  increasing  from  65%  in  the first quarter of 2005.
-    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 first quarter of 2006 the HBM
     Division  generated  30% of our total revenue, decreasing from 33% in 2005.
-    Products  Division  -  designs, manufactures, and installs aircraft medical
     interiors  and  other aerospace and medical transport products for domestic
     and  international  customers.  In  the  first quarter of 2006 the Products
     Division  generated  2%  of  our  total  revenue,  unchanged  from  2005.

See  Note  5 to the consolidated financial statements included in Item 1 of this
report  for  operating  results  by  segment.

We believe that the following factors have the greatest impact on our 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 38% of HBM revenue. By contrast, approximately
     61%  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
     effectiveness  of  marketing  and  business  development  initiatives,  the
     greatest  single variable has historically been weather conditions. Adverse
     weather  conditions-such  as fog, high winds, or heavy precipitation-hamper
     our  ability  to  operate  our  aircraft  safely  and, therefore, result in
     reduced  flight  volume.  Total  patient transports for CBM operations were
     approximately 7,600 for the first quarter of 2006 compared to approximately
     6,700  for the first quarter of 2005. Patient transports for CBM bases open
     longer than one year (Same-Base Transports) were approximately 7,400 in the
     first  quarter  of  2006,  compared  to 6,500 in the first quarter of 2005.
     Cancellations  due  to  unfavorable  weather  conditions for CBM bases open
     longer  than  one  year  were  551, or 23.9%, lower in the first quarter of
     2006,  compared  to  the  first  quarter  of  2005.


                                       10
<PAGE>
-    REIMBURSEMENT  PER  TRANSPORT.  Net reimbursement per transport for CBM and
     HBM  at-risk  operations  is  primarily a function of price, payor mix, and
     timely  and  effective collection efforts. 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.  We  respond  to  calls  for air medical transports without
     pre-screening  the  creditworthiness  of  the  patient. 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. We increased prices for
     our  CBM  operations  approximately  7%  effective March 2005, 5% effective
     October 2005, and 9% effective January 2006, contributing to an increase of
     16.8%  in  net  revenue  after  bad debt expense per transport from 2005 to
     2006.  The  total  provision  for expected uncollectible amounts, including
     contractual  discounts  for Medicare/Medicaid and bad debts, increased from
     45.1%  of  related  gross flight revenue in 2005 to 48.1% in 2006. Although
     price increases generally increase the net reimbursement per transport from
     insurance  providers,  the  amount  per  transport collectible from private
     patient  payors and Medicare and Medicaid does not increase proportionately
     with  price increases. Therefore, price increases will usually result in an
     increase  in  the  percentage  of  uncollectible  accounts,  depending upon
     overall  payor  mix.

-    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 tend to be higher for aircraft which are no longer
     in  production.  Five models of aircraft within our fleet, representing 39%
     of  the  rotor  wing fleet, are no longer in production 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. We entered into two long-term purchase commitments in 2004 for a
     total  of  25 aircraft and into two additional purchase commitments in 2005
     for  ten  aircraft.  The  majority  of  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 March 31, 2006, we had
     taken  delivery  of  thirteen aircraft under these commitments. Replacement
     models  of  aircraft  typically have higher ownership costs than the models
     targeted  for  replacement  but  lower maintenance costs. Total maintenance
     expense  for  CBM and HBM operations increased 14.3% from the first quarter
     of 2005 to the first quarter of 2006, while total flight volume for CBM and
     HBM  operations  increased 10.7% over the same period. The number of engine
     events,  including  overhauls,  increased  approximately 34.3% in the first
     quarter  of  2006  compared  to  the  first  quarter  of  2005.

-    COMPETITIVE PRESSURES FROM LOW-COST PROVIDERS. We are recognized within the
     industry  for  our standard of service and our use of cabin-class aircraft.
     Many  of our 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 personnel. However, we
     believe  that  higher  quality  standards help to differentiate our 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 RECRUITMENT AND RELATIONS. The ability to deliver quality services
     is  partially  dependent  upon our 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.  In  September  2003,  our  pilots  voted  to  be  represented by a
     collective bargaining unit, and we signed a collective bargaining agreement
     (CBA)  on  March  31,  2006.  The  agreement  is effective January 1, 2006,
     through  April  30,  2009.  The  CBA  establishes  procedures for training,
     addressing  grievances,  discipline and discharge, among other matters, and
     defines  vacation,  holiday,  sick,  health  insurance,  and other employee
     benefits.  The  CBA also establishes wage scales, including adjustments for
     geographic  locations,  covering  each  year  of the agreement. Significant
     changes  from  our  previous  wage  rates  or benefits include increases in
     initial  base  pay  rates,  dependent upon each pilot's level of seniority;
     increase  in  pay  for  overtime shifts from regular pay rates to 1.5 times
     regular pay rates; and changes in our contributions to defined contribution
     retirement  plans  (401k  plans).  Previously,  under  one  401k  plan,  we
     contributed  2%  of  gross  pay  for  all  eligible  employees  and matched


                                       11
<PAGE>
     60%  of the employees' contributions up to 6% of their gross pay. Under the
     other  plan,  we  matched  30%  of the employees' contributions up to 6% of
     their  gross  pay. The CBA provides for Company contributions up to 5.6% of
     gross  pay  to  both  401k plans, depending on the level of each employee's
     participation.  We  recorded approximately $1,654,000 in incremental salary
     and  benefit costs during the first quarter as a result of implementing the
     CBA  provisions.  Other employee groups may also elect to be represented by
     unions  in  the  future.


RESULTS  OF  OPERATIONS

We  reported net income of $2,580,000 for the three months ended March 31, 2006,
compared  to  a  net loss of $468,000 for the three months ended March 31, 2005.
Same-Base  Transports for CBM bases increased 14.0% in the first quarter of 2006
compared  to  2005,  and  net  reimbursement  (revenue  after  Medicare/Medicaid
discounts and bad debt expense) for CBM operations increased 16.8% over the same
period.  Flight volume for HBM bases open longer than a year also increased 5.5%
in  2006  compared  to  2005.

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

FLIGHT  REVENUE increased $20,873,000, or 31.2%, from $66,958,000 to $87,831,000
for  the  three months ended March 31, 2006, compared to 2005. Flight revenue is
generated  by  both  CBM  and  HBM operations and is recorded net of contractual
allowances  under  agreements  with  third-party  payors  and  Medicare/Medicaid
discounts.
-    CBM - Flight revenue increased $16,671,000, or 37.4%, to $61,270,000 in the
     three  months  ended  March  31,  2006, compared to 2005, for the following
     reasons:
     -    Average  price  increases  of  approximately  7%  for  all  CBM
          operations  effective  March  2005, approximately 5% effective October
          2005,  and  approximately  9%  effective  January  2006.
     -    Incremental  revenue  of  $3,524,000  generated  from  the addition of
          seven  new  CBM bases either during or subsequent to the first quarter
          of  2005 and from the provision of air medical transportation services
          in  Gulfport,  Mississippi,  in  the  aftermath  of Hurricane Katrina,
          pursuant  to  a  contract  with  the  State  of  Mississippi.
     -    Closure  of  three  bases  either  during  or  subsequent to the first
          quarter  of  2005, resulting in a decrease in revenue of approximately
          $1,306,000  for  the  quarter  ended  March  31,  2006.
     -    Increase  in  Same-Base  Transports.  Excluding  the impact of the new
          bases  and  base closures discussed above, total flight volume for all
          CBM operations for the first quarter of 2006 increased 907 transports,
          or 14.0%, compared to the prior year. Cancellations due to unfavorable
          weather  conditions  for CBM bases open longer than one year were 551,
          or  23.9%,  lower  in the first quarter of 2006, compared to the first
          quarter  of  2005.
     -    Decrease  caused  by  a  change  in  payor  mix to a higher percentage
          of  Medicare/Medicaid  transports,  resulting  in  higher  contractual
          discounts  which  are  offset  against  flight  revenue.  Contractual
          discounts  were  30.6%  of  related flight revenue in 2006 compared to
          29.1%  in  2005.  See  discussion of total provision for uncollectible
          accounts,  including contractual discounts and bad debt expense, below
          under  Bad  Debt  Expense.
-    HBM - Flight revenue increased $4,202,000, or 18.8%, to $26,561,000 for the
     quarter  ended  March  31,  2006,  for  the  following  reasons:
     -    Revenue  of  $1,932,000  from  the  addition  of  one new base and the
          expansion  of  five contracts either during or subsequent to the first
          quarter  of  2005.
     -    Annual  price  increases  in  the  majority  of  contracts  based  on
          changes  in  the  Consumer  Price  Index  and in hull insurance rates.
     -    Increase  of  5.5%  in  flight  volume for all contracts excluding the
          new  contracts  and  contract  expansions  discussed  above.


                                       12
<PAGE>
FLIGHT  CENTER COSTS (consisting primarily of pilot, mechanic, and medical staff
salaries  and  benefits)  increased $5,603,000, or 21.8%, to $31,349,000 for the
quarter  ended March 31, 2006, compared to 2005. Changes by business segment are
as  follows:
-    CBM - Flight  center  costs  increased $3,300,000, or 19.7%, to $20,015,000
     for  the  following  reasons:
     -    Increase  of  approximately  $1,520,000  for  the  addition  of
          personnel  to  staff  new  base  locations  described  above.
     -    Decrease  of  approximately  $698,000  due  to  the  closure  of  base
          locations  described  above.
     -    Increase  of  approximately  $704,000  in  pilot salaries and benefits
          related  to  the  implementation of the CBA effective January 1, 2006.
     -    Increases  in  salaries  for  merit  pay  raises.
     -    Increases  in  our  cost  of  medical  insurance  premiums.
-    HBM - Flight  center  costs  increased $2,303,000, or 25.5%, to $11,334,000
     primarily  due  to  the  following:
     -    Approximately  $532,000  for  the  addition  of personnel to staff new
          base  locations  described  above.
     -    Increase  of  approximately  $950,000  in  pilot salaries and benefits
          related  to  the  implementation of the CBA effective January 1, 2006.
     -    Increases  in  salaries  for  merit  pay  raises.
     -    Increases  in  our  cost  of  medical  insurance  premiums.

AIRCRAFT  OPERATING  EXPENSES  increased  $2,281,000,  or 15.3%, for the quarter
ended  March  31,  2006,  in  comparison  to  the  quarter ended March 31, 2005.
Aircraft  operating  expenses  consist  primarily  of  fuel,  insurance,  and
maintenance costs and generally are a function of the size of the fleet, type of
aircraft  flown,  and number of hours flown. The increase in costs is due to the
following:
-    Addition  of  fourteen  helicopters for CBM operations and five helicopters
     for  HBM  operations  after  March  31,  2005,  resulting in an increase of
     approximately  $392,000.
-    Increase  of  approximately  24.8%  in  the  cost of aircraft fuel per hour
     flown.
-    Decrease  in  hull  insurance  rates  effective  July  2005.
-    Increases  in  flight  volume  for  both  CBM  and  HBM as described above.
-    Increase  of  34.3%  in  the  number  of  engine  events.

AIRCRAFT  RENTAL  EXPENSE increased $724,000, or 16.9%, for the first quarter of
2006  compared to the first quarter of 2005. Incremental rental expense incurred
in  the  first  quarter  of 2006 for fourteen leased aircraft added to our fleet
subsequent  to March 31, 2005, totaled $1,067,000. The increase for new aircraft
was  offset  in  part by refinancing twelve aircraft at lower lease rates during
the  last  three  quarters  of  2005.

BAD DEBT EXPENSE increased $6,296,000, or 62.3%, for the quarter ended March 31,
2006,  compared  to 2005, due in part to the increase in related flight revenue.
Bad  debt  expense  as a percentage of related net flight revenue also increased
from  22.5%  in the first quarter of 2005 to 26.0% in the first quarter of 2006.
Flight  revenue  is  recorded  net  of  Medicare/Medicaid  discounts.  The total
allowance  for  expected  uncollectible amounts, including contractual discounts
and  bad  debts,  increased  from  45.1%  of related flight revenue in the first
quarter  of 2005 to 48.1% in the first quarter of 2006, primarily because of the
effect  of  price increases. Although price increases generally increase the net
reimbursement  per  transport from insurance providers, the amount per transport
collectible  from  private  patient  payors  and  Medicare and Medicaid does not
increase  proportionately  with price increases. Therefore, price increases will
usually  result  in  an  increase  in  the percentage of uncollectible accounts,
depending  upon  overall  payor  mix.  Bad  debt expense related to the Products
Division  was  not  significant  in  either  2006  or  2005.


                                       13
<PAGE>
MEDICAL  INTERIORS  AND  PRODUCTS

SALES  OF  MEDICAL  INTERIORS  AND  PRODUCTS  increased  $45,000,  or 3.0%, from
$1,524,000  for the first quarter of 2005 to $1,569,000 for the first quarter of
2006.  Significant  projects  in  the  first  quarter of 2006 included continued
production  of  eleven Multi-Mission Medevac Systems for the U. S. Army's HH-60L
Black  Hawk  helicopter  and  21  litter  systems  for  the  U.S. Army's Medical
Evacuation  Vehicle  (MEV).  We  also  began  production of two modular, medical
interior  kits for commercial customers. Revenue by product line was as follows:
-    $1,006,000  -  manufacture  of  multi-mission  interiors
-    $417,000  -  manufacture  and  installation  of  modular  medical interiors
-    $145,000  - design and manufacture of other aerospace and medical transport
     products

Significant  projects in the first quarter of 2005 included continued production
of  thirteen HH-60L units, nineteen MEV litter systems, 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. Production of the
nineteen MEV units and eleven of the HH-60L units was completed during the first
quarter.  Revenue  by  product  line  was  as  follows:
-    $786,000  -  manufacture  of  multi-mission  interiors
-    $404,000  -  manufacture  and  installation  of  modular  medical interiors
-    $334,000  - design and manufacture of other aerospace and medical transport
     products

COST OF MEDICAL INTERIORS AND PRODUCTS increased $28,000, or 3.3%, for the three
months  ended  March 31, 2006, as compared to the previous year, consistent with
the  change  in  sales  volume.


GENERAL  EXPENSES

DEPRECIATION  AND AMORTIZATION EXPENSE increased $274,000, or 9.5% for the three
months ended March 31, 2006, compared to 2005, primarily as a result of upgrades
to aircraft, engines, and avionics systems and the purchase of rotable equipment
and  a new dispatch, flight tracking, and medical field data software system and
related  hardware.

GENERAL  AND  ADMINISTRATIVE  (G&A) EXPENSES increased $1,064,000, or 12.1%, for
the  quarter ended March 31, 2006, compared to the quarter ended March 31, 2005.
G&A  expenses  include executive management, accounting and finance, billing and
collections,  human resources, aviation management, pilot training, dispatch and
communications,  and  CBM  program  administration.  We  increased the number of
personnel  in the billing and collections function due to the increase in flight
volume  and,  in  the short-term, to accommodate the transition of accounts from
the Bountiful billing office to the San Bernardino billing office. Consolidation
of  the  billing  function  into  the  San  Bernardino  office is expected to be
completed in the second quarter. G&A expenses were also impacted by the increase
in our cost of medical insurance premiums. G&A expenses were 11.0% of revenue in
2006,  compared  to  12.8%  in  2005.

INTEREST  EXPENSE  decreased  $537,000,  or 28.4%, in the first quarter of 2006,
compared  to  the  first  quarter  of  2005,  primarily as a result of regularly
scheduled  payments  of long-term debt and decreased borrowings against our line
of  credit.  The average balance outstanding against the line of credit was $9.0
million  in  the  first  quarter  of 2006 compared to $17.0 million in the first
quarter  of 2005. In addition, in May 2005 we 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 8.8% during 2006. The remainder of the repayment was funded by
draws  against  the  line  of  credit.

INCOME  TAX  EXPENSE was $1,888,000 in the first quarter of 2006, compared to an
income  tax  benefit  of $267,000 in the first quarter of 2005, primarily due to
the  improvement  in  operating  results.  The  effective tax rate for the first
quarter  of  2006  was  42%,  compared  to approximately 39% in 2005. The higher
effective  tax  rate  in  2006 is the result of an increase in certain permanent
book-tax  differences.


                                       14
<PAGE>
LIQUIDITY  AND  CAPITAL  RESOURCES

Our  working capital position as of March 31, 2006, was $70,735,000, compared to
$66,839,000  at  December  31,  2005.  Net  receivables  increased  $5,357,000
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  after  bad debt for the
annualized  previous 3-month period to outstanding open net accounts receivable,
increased from 119 days at December 31, 2005, to 132 days at March 31, 2006. The
increase in days' sales outstanding is primarily due to an initiative, beginning
in  the fourth quarter of 2005 and continuing through the first quarter of 2006,
to  centralize  the billing and collection function into a single location which
we  believe  slowed  the  pace  of  collections  temporarily.

We had cash and cash equivalents of $3,051,000 as of March 31, 2006, compared to
$3,218,000  at December 31, 2005. Cash generated by operations was $1,218,000 in
the  first quarter of 2006, compared to $2,465,000 in the first quarter of 2005.
Receivable  balances, net of bad debt expense, increased $5,357,000 in the first
quarter  of  2006  compared to decreasing $300,000 in the first quarter of 2005,
reflecting  continued  growth in CBM and HBM revenue, improved net reimbursement
per  transport  for  CBM operations, and the increase in days' sales outstanding
described  above.  Balances  for  accounts payable and other accrued liabilities
increased  $3,797,000 in 2006, compared to decreasing $1,411,000 in 2005, partly
because  of  the  accrual  of  $1,654,000  of  incremental salaries and benefits
related  to  the  implementation  of  the  CBA.

Cash  used  by  investing  activities  totaled  $3,868,000  in  2006 compared to
$2,009,000  in  2005.  Equipment  acquisitions  in  the  first  quarter  of 2006
consisted  primarily of a $1.4 million aircraft, as well as medical interior and
avionics  installations and information systems hardware and software. Equipment
acquisitions  in  the  first  quarter  of  2005  consisted  primarily of rotable
equipment  and upgrades to aircraft, engines, and avionics systems. In the first
quarter  of  2005,  the  Company  received $463,000 in insurance proceeds for an
aircraft  destroyed  in  an  accident.

Financing  activities generated $2,483,000 in 2006 compared to using $298,000 in
2005.  The  primary  use  of  cash in both 2006 and 2005 was regularly scheduled
payments of long-term debt and capital lease obligations. In 2006 these payments
were  offset  by draws against our line of credit and proceeds from the issuance
of  common  stock.


OUTLOOK  FOR  2006

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

Community-Based  Model

In the first quarter of 2006, we began services under a one-year contract with a
military  base  in California and ceased operations at a base in Arizona. During
the  second  quarter  of  2006,  we  expect  to  open three new CBM bases in the
southeast region, two in the northeast region, and one in California. CBM flight
volume  at  all  other  locations  during 2006 is expected to be consistent with
historical  levels, subject to seasonal, weather-related fluctuations. Effective
January  1,  2006,  we  increased  prices  for  our CBM operations an average of
approximately  9%.

Hospital-Based  Model

In  the  fourth  quarter  of  2005,  we  expanded one existing contract in North
Carolina  to  an  additional  satellite base. We have also been awarded a 3-year
contract  to begin rotor wing operations in Montana during the second quarter of
2006.  We expect three other contracts to open satellite bases in 2006. Thirteen
hospital  contracts  are due for renewal in 2006. We expect 2006 flight activity
for  continuing  hospital contracts to remain consistent with historical levels.


                                       15
<PAGE>
Products  Division

As of March 31, 2006, eleven HH-60L units and 21 MEV units for the U.S. Army and
three  modular  medical  interiors  for  commercial  customers  were in process.
Remaining  revenue  for  all  contracts in process is estimated at $1.9 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.
We  have already completed 28 HH-60L units under the program, in addition to the
eleven currently under contract. The U.S. Army has also forecasted a requirement
for  a  total  of 119 MEV units over four years; we have 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

We  expect to begin the implementation of new software for inventory tracking in
2006,  with  completion  projected  in  2007.

There  can  be  no  assurance that we will continue to maintain flight volume or
current  levels  of  collections on receivables for CBM operations, successfully
complete  planned  expansions  of  CBM  and  HBM  operations,  renew  operating
agreements  for our HBM operations, or generate new profitable contracts for the
Products  Division.  Based  on  the  anticipated  levels  of  HBM and CBM flight
activity  and  the  projects  in process for the Products Division, we expect to
generate  sufficient  cash  flow  to  meet  our operational needs throughout the
remainder  of 2006. We also have approximately $21,583,000 in borrowing capacity
available  under  our  revolving  credit  facility  as  of  March  31,  2006.


CRITICAL  ACCOUNTING  POLICIES

Our  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  our  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 our consolidated
financial  statements.

Revenue  Recognition

Fixed  flight  fee  revenue  under  our  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 payors (i.e., Medicare and Medicaid). 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 flight revenue for the quarter ended March 31, 2006, a change
of  100  basis points in the percentage of estimated contractual discounts would
have  resulted  in  a  change  of  approximately  $897,000  in  flight  revenue.


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<PAGE>
Revenue related to fixed fee medical interior and products contracts is recorded
as  costs  are incurred using the percentage of completion method of accounting.
We  estimate  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

We  respond 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 we will
continue to experience the same collection rates that we have in the past. Based
on  related net flight revenue for the quarter ended March 31, 2006, a change of
100  basis  points  in  the percentage of estimated uncollectible accounts would
have  resulted  in  a  change  of  approximately  $630,000  in  flight  revenue.

Deferred  Income  Taxes

In  preparation  of  the  consolidated  financial statements, we are required to
estimate  income  taxes  in  each of the jurisdictions in which we operate. This
process  involves estimating actual current tax exposure together with assessing
temporary  differences  resulting  from  differing  treatment  of items, such as
depreciable assets, for tax and accounting purposes. These differences result in
deferred  tax  assets  and  liabilities,  which are included in the consolidated
balance  sheets.  We then assess the likelihood that deferred tax assets will be
recoverable  from  future  taxable  income  and record a valuation allowance for
those  amounts  we  believe  are  not  likely  to  be  realized. Establishing or
increasing  a  valuation  allowance in a period increases income tax expense. We
consider  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 we were
to  determine  that  we  would  not  be  able  to realize all or part of our 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  we determine that we would be able to realize our deferred tax assets in
the  future in excess of our 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, we make 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 our 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.


                                       17
<PAGE>
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 our
product  sales  and  related  receivables  are  payable  in U.S. dollars. We are
subject to interest rate risk on our debt obligations and notes receivable, most
of  which  have fixed interest rates, except $10,974,000 outstanding against the
line  of  credit  and  $26,874,000  in  notes  payable.  Based  on  the  amounts
outstanding at March 31, 2006, the annual impact of a change of 100 basis points
in  interest  rates  would  be  approximately  $378,000. Interest rates on these
instruments  approximate  current  market  rates  as  of  March  31,  2006.

Periodically we enter into interest rate risk hedges to minimize exposure to the
effect  of an increase in interest rates. As of March 31, 2006, we were party to
one interest rate swap agreement. The swap agreement provides that we will pay a
3.62%  fixed  interest  rate  on  $854,000  of  notional principal and receive a
floating  interest  rate  (LIBOR  plus  2.50%)  on  the  same amount of notional
principal  from  the  counterparty.


ITEM  4.   CONTROLS  AND  PROCEDURES

DISCLOSURE  CONTROLS  AND  PROCEDURES

We  maintain disclosure controls and procedures that are designed to ensure that
information  required  to  be disclosed in our 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  March  31, 2006, pursuant to Rule 13a-15(b) under the Exchange Act. Based on
that  evaluation,  the  Certifying Officers have concluded that, as of March 31,
2006,  our  disclosure  controls  and  procedures  were  effective.

CHANGES  IN  INTERNAL  CONTROL  OVER  FINANCIAL  REPORTING

There  were  no  significant  changes  in  our  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, our
internal  control  over  financial  reporting.


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<PAGE>
                           PART II: OTHER INFORMATION

ITEM 1.   LEGAL PROCEEDINGS

Not Applicable.

ITEM 1A.  RISK FACTORS

There  have been no material changes in our risk factors from those disclosed in
our  annual  report on Form 10-K for the year ended December 31, 2005, except as
noted  below:

-    Employee  unionization  -  In  September  2003,  our  pilots  voted  to  be
     represented  by  a collective bargaining unit, and we signed a CBA on March
     31,  2006.  The  agreement  is effective January 1, 2006, through April 30,
     2009.  The  CBA establishes procedures for training, addressing grievances,
     discipline  and  discharge,  among  other  matters,  and  defines vacation,
     holiday,  sick, health insurance, and other employee benefits. The CBA also
     establishes  wage  scales,  including adjustments for geographic locations,
     covering  each year of the agreement. Significant changes from our previous
     wage  rates  or  benefits  include  increases  in  initial  base pay rates,
     dependent  upon  each  pilot's  level  of  seniority;  increase  in pay for
     overtime  shifts from regular pay rates to 1.5 times regular pay rates; and
     changes in our contributions to defined contribution retirement plans (401k
     plans). Previously, under one 401k plan, we contributed 2% of gross pay for
     all  eligible  employees and matched 60% of the employees' contributions up
     to  6%  of  their  gross  pay.  Under the other plan, we matched 30% of the
     employees'  contributions up to 6% of their gross pay. The CBA provides for
     Company contributions up to 5.6% of gross pay to both 401k plans, depending
     on  the  level  of each employee's participation. We recorded approximately
     $1,654,000 in incremental salary and benefit costs during the first quarter
     as  a  result of implementing the CBA provisions. Other employee groups may
     also  elect  to  be  represented  by  unions  in  the  future.

ITEM 2.   UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Not Applicable.

ITEM 3.   DEFAULTS UPON SENIOR SECURITIES

Not Applicable.

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

Not Applicable.

ITEM 5.   OTHER INFORMATION

On May 5, 2006, we entered into an Employment Agreement with Michael D. Allen as
Senior  Vice  President  of Air Medical Services. Effective January 4, 2006, the
agreement  will  continue for an initial term of one year, subject to successive
one-year  extensions.  The agreement provides for initial annual compensation of
$180,000, which may be adjusted annually. The agreement may be terminated either
by  us  or  by  Mr. Allen upon 90 days' written notice, or immediately by us for
cause.  In  the  event  we  terminate  the agreement without cause, Mr. Allen is
entitled  to  severance payments for twelve months following termination (or six
months  if  termination occurs on or before December 31, 2006) at an annual rate
equal  to  his  highest  cash  compensation  during  any  12-month period of his
employment.  During  his  term of employment and for twelve months following the
termination  of  employment  (or  six  months if termination occurs on or before
December 31, 2006), Mr. Allen may not engage in any business which competes with
us  anywhere  in  the  United  States.


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<PAGE>
ITEM 6.   EXHIBITS

          10.1  Employment  Agreement  between  the  Company  and  Michael  D.
                Allen,  dated  January  4,  2006

          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


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<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:  May 10, 2006                     By    \s\   Aaron D. Todd
                                          --------------------------------------
                                           Aaron D. Todd
                                           Chief Executive Officer
                                           (Principal Executive Officer)


Date:  May 10, 2006                     By    \s\   Trent J. Carman
                                          --------------------------------------
                                           Trent J. Carman
                                           Chief Financial Officer
                                           (Principal Financial Officer)


Date:  May 10, 2006                     By    \s\   Sharon J. Keck
                                          --------------------------------------
                                           Sharon J. Keck
                                           Chief Accounting Officer
                                           (Principal Accounting Officer)


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