AMENDMENT NO. 2 TO
                    LEASE AGREEMENT

THIS AMENDMENT NO. 2 TO LEASE AGREEMENT (this 
"Agreement") is entered into as of November 1, 1998, by and 
between First Security Bank, National Association, a 
national banking association, not in its individual 
capacity but solely as Owner Trustee under that certain 
Trust Agreement, dated as of December 20, 1996 (as 
successor-in-interest to US Airways, Inc., formerly known 
as USAir, Inc. ("USAir")) ("Lessor"), and Vanguard 
Airlines, Inc., a Delaware corporation ("Lessee").

R E C I T A L S:

A.	USAir and Lessee entered into that certain Lease 
Agreement, dated as of December 8, 1994 (the "Lease 
Agreement"), which was assigned to Lessor pursuant to four 
Assignment and Assumption Agreements by and between USAir 
and Lessor (more fully described below) (the Lease 
Agreement as amended, modified, supplemented, and assigned 
to the date hereof and hereby, the "Lease").  Capitalized 
terms used herein and not otherwise defined shall have the 
meanings set forth or incorporated by reference in the 
Lease.

B.	The Boeing Model 737-222 aircraft bearing 
manufacturer's serial no. 19547 was leased under the Lease 
Agreement pursuant to Lease Supplement No. 1, dated 
December 8, 1994 ("Lease Supplement No. 1").  The said 
aircraft, the Lease Agreement and Lease Supplement No. 1 
were, among other things, assigned to Lessor pursuant to an 
Assignment and Assumption Agreement dated as of March 14, 
1997 ("Assignment (MSN 19547)").

C.	The Boeing Model 737-281 aircraft bearing 
manufacturer's serial no. 20414 was leased under the Lease 
Agreement pursuant to Lease Supplement No. 2, dated 
December 8, 1994 ("Lease Supplement No. 2").  The said 
aircraft, the Lease Agreement and Lease Supplement No. 1 
were, among other things, assigned to Lessor pursuant to an 
Assignment and Assumption Agreement dated as of March 17, 
1997 ("Assignment (MSN 20414)").

D.	The Boeing Model 737-247 aircraft bearing 
manufacturer's serial no. 19603 was leased under the Lease 
Agreement pursuant to Lease Supplement No. 3, dated 
December 8, 1994 ("Lease Supplement No. 3").  The said 
aircraft, the Lease Agreement and Lease Supplement No. 1 
were, among other things, assigned to Lessor pursuant to an 
Assignment and Assumption Agreement dated as of March 14, 
1997 ("Assignment (MSN 19603)").

E.	The Boeing Model 737-222 aircraft bearing 
manufacturer's serial no. 19548 (together with the aircraft 
described in paragraphs (B) through (D), the "Aircraft") 
was leased under the Lease Agreement pursuant to Lease 
Supplement No. 4, dated January 2, 1995 ("Lease Supplement 
No. 4").  The said aircraft, the Lease Agreement and Lease 
Supplement No. 1 were, among other things, assigned to 
Lessor pursuant to an Assignment and Assumption Agreement 
dated as of March 17, 1997 ("Assignment (MSN 19548)").

F. The Lease Agreement, together with Lease 
Supplement No. 1, Lease Supplement No. 2 and Lease 
Supplement No. 3, was recorded by the Federal Aviation 
Administration on January 6, 1995 and assigned Conveyance 
No. Y40259.  Lease Supplement No. 4, together with the 
Assignment (MSN 19548), was recorded by the Federal 
Aviation Administration as one document on May 14, 1997 and 
assigned Conveyance No. H90401.

G. Assignment (MSN 19547) was recorded by the 
Federal Aviation Administration on May 14, 1997 and 
assigned Conveyance No. H90392.  Assignment (MSN 20414) was 
recorded by the Federal Aviation Administration on May 14, 
1997 and assigned Conveyance No. H90387, Assignment (MSN 
19603) was recorded by the Federal Aviation Administration 
on May 14, 1997 and assigned Conveyance No. 90394.

H. Amendment No. 1 to Lease Agreement was recorded 
by the Federal Aviation Administration on September 23, 
1998 and assigned Conveyance No. S105388.

I. Lessor and Lessee desire to amend the terms of 
the Lease as hereinafter provided.

AGREEMENT

NOW, THEREFORE, in consideration of the foregoing 
premises and of the mutual agreement herein contained, and 
for other good and valuable consideration, the receipt and 
adequacy of which are hereby acknowledged, Lessor and 
Lessee agree as follows:

1. The Expiration Date of the Term for each of the 
Aircraft described below shall be changed as follows:

           Manufacturer's	Expiration
           SERIAL NUMBER	DATE

              19548	        December 31, 2000

              19603	        July 31, 1999

2. Effective December 31, 1998, Basic Rent payable 
under the Lease for the Aircraft bearing manufacturer's 
serial number 19548 shall be changed to [intentionally 
omitted] per month.

3. Lessor shall furnish to Lessee, at no cost to 
Lessee, a Nordam Stage III Hush Kit ("Hush Kit") for 
installation on each of the Aircraft bearing manufacturer's 
serial numbers 19548 and 19603 and Lessee shall install or 
cause to be installed each such Hush Kit at the time of the 
next scheduled heavy maintenance action for each such 
Aircraft in December, 1999 and July, 1999, respectively.  
Lessor shall reimburse Lessee up to $70,000 of the actual 
documented costs of installing such Hush Kit on the 
Aircraft bearing manufacturer's serial number 19548.  
Lessee shall pay any excess of such installation costs, as 
well as all costs of installing such Hush Kit on the 
Aircraft bearing manufacturer's serial number 19603.

4. Lessor shall use its reasonable efforts, 
commencing April 30, 1999, to remarket the Aircraft bearing 
manufacturer's serial number 19548 for lease to a third 
party.  In addition, Lessor shall have the right, upon not 
less than one hundred twenty (120) days' prior written 
notice to Lessee, or upon such shorter notice to which 
Lessee may agree, to terminate the Lease with respect to 
such Aircraft.  Lessor and Lessee will cooperate with 
respect to the actions to be taken in connection with any 
such early termination and return of such Aircraft in 
accordance with the provisions of the Lease.

5. Except as amended hereby, the Lease shall remain 
unmodified and in full force and effect.

6. Lessee hereby represents and warrants that this 
Amendment has been duly authorized by all necessary action 
and, assuming due authorization, execution and delivery 
thereof by Lessor, constitutes Lessee's valid and binding 
obligation.

7. THIS AMENDMENT, INCLUDING ALL MATTERS OF 
CONSTRUCTION, VALIDITY AND PERFORMANCE, SHALL IN ALL 
RESPECTS BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH 
THE LAWS OF THE STATE OF NEW YORK.

8. This Amendment may be executed by the parties 
hereto in separate counterparts, each of which when so 
executed and delivered shall be an original, but all such 
counterparts shall together constitute one and the same 
instrument.

[This space intentionally left blank.]


IN WITNESS WHEREOF, the parties hereto have caused 
this Amendment to be duly executed as of the day and year 
first written above.

FIRST SECURITY BANK, NATIONAL 
ASSOCIATION, not in its 
individual capacity but 
solely as Owner Trustee,
as Lessor

/s/ Nancy Dahl
By:  Nancy Dahl
Its:  Vice President


VANGUARD AIRLINES, INC.,
as Lessee

/s/ William A. Garrett III
By:  William A. Garrett III
Its:  Vice President - 
Finance & Chief
Financial Officer