RESTATED CERTIFICATE OF INCORPORATION
                                OF
                     VANGUARD AIRLINES, INC.


          The undersigned, Vanguard Airlines, Inc., a Delaware
corporation (the "Corporation"), for the purpose of restating the
Certificate of Incorporation of the Corporation, in accordance
with the General Corporation Law of Delaware, does hereby make
and execute this Restated Certificate of Incorporation and does
hereby certify that:

           I.  The name of the Corporation is Vanguard Airlines,
Inc., and the name under which it was originally incorporated was
TSP, Inc.  Its original Certificate of Incorporation was filed
with the Secretary of State of Delaware on April 25, 1994.

          II.  Resolutions setting forth the Restated Certificate
of Incorporation of the Corporation were duly adopted at a
special meeting of the Board of Directors of the Corporation duly
called and held on August 30, 1995, at which a quorum of the
directors was at all times present. 

          III. The Restated Certificate of Incorporation of the
Corporation approved by a resolution of the Board of Directors
read as follows:

          FIRST.  The name of the Corporation is:

                     Vanguard Airlines, Inc.

          SECOND.  The address of its registered office in the
State of Delaware is 32 Loockerman Square, Suite L-100, City of
Dover, County of Kent, Delaware.  The name of its registered
agent at such address is The Prentice-Hall Corporation System,
Inc.

          THIRD.  The nature of the business or purposes to be
conducted or promoted by the Corporation is to engage in any
lawful act or activity for which corporations may be organized
under the General Corporation Law of Delaware.

          In addition to the powers and privileges conferred upon
the 


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Corporation by law and those incidental thereto, the Corporation
shall possess and may exercise all the powers and privileges
which are necessary or convenient to the conduct, promotion or
attainment of the business or purposes of the Corporation.

          FOURTH.

               (a) The total number of shares of all classes of
stock which the Corporation shall have the authority to issue is
fifty one million (51,000,000), of which (i) fifty million
(50,000,000) shares, of the par value of $.001 per share, shall
be denominated "Common Stock," and (ii) one million (1,000,000)
shares of the par value of $.001 per share shall be denominated
"Preferred Stock."

               (b)  The Board of Directors is authorized to
provide by resolution or resolutions for the issuance of shares
of stock of any class or of any series of any class at any time
and from time to time and, by filing a Certificate of
Designations in the manner prescribed under the laws of the State
of Delaware, to fix and amend the voting powers, full or limited,
or no voting powers, and the designations, preferences and
relative, participating, optional or other special rights, if
any, and qualifications, limitations or restrictions thereof. 
Unless otherwise provided in any such resolution or resolutions,
the number of shares of stock of any such series to which such
resolution or resolutions apply may be increased (but not above
the total number of authorized shares of the class) or decreased
(but not below the number of shares thereof then outstanding) by
filing a Certificate of Designations in the manner prescribed
under the laws of the State of Delaware.

               (c)  Shares of Common Stock and Preferred Stock
may be issued from time to time as the Board of Directors of the
Corporation shall determine and on such terms and for such
consideration as shall be fixed by the Board of Directors.

                (d) No holder of any shares of stock of the
Corporation of any class shall be entitled as such, as a matter
of right, to subscribe for or purchase any shares of stock of the
Corporation of any class, whether now or hereafter authorized or
whether issued for cash, property or services or as a dividend or
otherwise, or to subscribe for or purchase any obligations,
bonds, notes, debentures, other securities or stock convertible
into shares of stock of the Corporation of any class or carrying
or evidencing any right to purchase shares of stock of any class.


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               (e)  Except as may be required by law, each holder
of Common Stock shall have one vote in respect of each share of
Common Stock held by such person on all matters voted upon by the
stockholders.

          FIFTH.  

               (a)  Except as may be otherwise specifically
provided by statute, as from time to time amended, all powers of
management, direction and control of the Corporation shall be,
and hereby are, vested in the Board of Directors.

               (b)  A majority of the whole Board of Directors
shall constitute a quorum for the transaction of business, and,
except as otherwise provided in this Restated Certificate of
Incorporation or the Bylaws, the vote of a majority of the
directors present at a meeting at which a quorum is then present
shall be the act of the Board.  As used in this Restated
Certificate of Incorporation, the terms "whole Board" and "whole
Board of Directors" are hereby exclusively defined and limited to
mean the total number of directors which the Corporation would
have if the Board had no vacancies.

               (c)  The number of directors shall be fixed by, or
in the manner provided in, the Bylaws.

               (d)  The directors of the Corporation other than
those who may be elected by the holders of any Preferred Stock or
series thereof, shall be divided into three classes (to be
designated as Class I, Class II and Class III), as nearly equal
in number as the then total number of Directors constituting the
whole Board of Directors permits, with the terms of office of one
class expiring each year.  Messrs. Hambrecht and Shea are hereby
named as Class I Directors to hold office for a term expiring at
the annual meeting of stockholders in 1996 and until their
respective successors are duly elected and qualified or until
their respective earlier resignation or removal; Messrs. Golden
and Meyer are hereby named as Class II Directors to hold office
for a term expiring at the annual meeting of stockholders in 1997
and until their respective successors are duly elected and
qualified or until their respective earlier resignation or
removal; and Messrs. McAdoo, Wagnon and Pearson are hereby named
as Class III Directors to hold office for a term expiring at the
annual meeting of stockholders in 1998 and until their respective
successors are duly elected and qualified or until their
respective earlier resignation or removal. Notwithstanding the
foregoing, 

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and except as otherwise required by law, whenever the holders of
any one or more series of Preferred Stock shall have the right,
voting separately as a class, to elect one or more Directors of
the Corporation, the terms of the Director or Directors elected
by such holders shall expire at the next succeeding annual
meeting of stockholders.  Subject to the foregoing, at each
annual meeting of stockholders the successors to the class of
directors whose term shall then expire shall be elected to hold
office for a term expiring at the third succeeding annual
meeting.  The foregoing notwithstanding, each director shall
serve until his successor shall have been duly elected and
qualified, unless he or she shall resign, become disqualified,
disabled or shall otherwise be removed.

               (e)  Except for directorships created pursuant to
Article FOURTH of this Restated Certificate of Incorporation
relating to the rights of holders of Preferred Stock, or any
series thereof, and except for vacancies in such directorships,
any vacancies in the Board of Directors for any reason, and any
newly created directorships resulting from any  increase in the
number of directors, may be filled only by the Board of
Directors, acting by a majority of the directors then in office,
although less than a quorum, and any directors so chosen shall
hold office until the next election and until their successors
shall be elected and qualified or until their respective earlier
resignation, removal or death.  No decrease in the number of
directors shall shorten the term of any incumbent director.

               (f)  Notwithstanding any other provision of this
Restated Certificate of Incorporation or the Bylaws, and
notwithstanding the fact that some lesser percentage may be
specified by law, this Restated Certificate of Incorporation or
the Bylaws, any director or the whole Board of Directors of the
Corporation may be removed at any time, but only for cause and
only upon the affirmative vote of the holders of seventy-five
percent (75%) or more of the Total Voting Power of the then
outstanding shares of Voting Stock, considered for this purpose
as one class (for the purposes of this Article FIFTH, section
(f), each share of the Voting Stock shall have the number of
votes granted to it pursuant to Article FOURTH of this Restated
Certificate of Incorporation).  For the purposes of this Article
FIFTH, section (f): (i) the term "Total Voting Power" shall mean
the aggregate of all votes of all outstanding shares of Voting
Stock; and (ii) the term "Voting Stock" shall mean the shares of
all classes of capital stock of the Corporation entitled to vote
on removal of any director or the entire Board of Directors in
the manner provided in this Article FIFTH, section (f) (except
that if the next succeeding sentence is operative, then the
outstanding 

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shares of Preferred Stock shall not be considered "Voting Stock"
for purposes of this Article FIFTH, section (f)). 
Notwithstanding the foregoing, and except as otherwise required
by law, whenever the holders of any one or more series of
Preferred Stock shall have the right, voting separately as a
class, to elect one or more directors of the Corporation, the
provisions of this Section (f) shall not apply with respect to
the directors elected by such holders of Preferred Stock.

               (g)  As used in this Restated Certificate of
Incorporation, the term "for cause" is hereby exclusively defined
and limited to mean commission of a felony or a finding by a
court of competent jurisdiction of liability for negligence, or
misconduct, in the performance of the director's duty to the
Corporation in a matter of substantial importance to the
Corporation, where such adjudication is no longer subject to
direct appeal.

               (h)  There shall be no qualifications for election
as directors of the Corporation, except that no person shall be
eligible to stand for election as a director if such person has
been convicted of a felony by a court of competent jurisdiction
where such conviction is no longer subject to direct appeal.

               (i)  Except as provided in this Article FIFTH, no
director of the Corporation shall be removed from his office as a
director by vote or other action of stockholders or otherwise
except for cause.

               (j)  Advance notice of nominations for the
election of directors other than nominations by the Board of
Directors or a committee thereof shall be given to the
Corporation in the manner provided in the Bylaws.

               (k)  Except as may be otherwise specifically
provided in this Article FIFTH, the term of office and voting
power of each director of the Corporation shall be neither
greater than nor less than that of any other director or class of
directors of the Corporation.

               (l)  Elections of directors need not be by ballot
unless the Bylaws of the Corporation shall so provide.

          SIXTH.  The original Bylaws of the Corporation shall be
adopted in any manner provided by law. In furtherance, and not in 

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limitation of, the powers conferred by statute, the Board of
Directors is expressly authorized to make, adopt, alter, amend or
repeal the Bylaws of the Corporation.  Notwithstanding any other
provisions in this Restated Certificate of Incorporation or the
Bylaws of the Corporation, and notwithstanding the fact that some
lesser percentage may be specified by law, the stockholders of
the Corporation shall have the power to make, adopt, alter, amend
or repeal the Bylaws of the Corporation only upon the affirmative
vote of seventy-five percent (75%) or more of the Total Voting
Power of the then outstanding shares of Voting Stock, considered
for this purpose as one class (for purposes of this Article
SIXTH, each share of the Voting Stock shall have the number of
votes granted to it pursuant to Article FOURTH of this Restated
Certificate of Incorporation).  For purposes of this Article
SIXTH: (i) the term "Total Voting Power" shall mean the aggregate
of all votes of all outstanding shares of Voting Stock; and (ii)
the term "Voting Stock" shall mean the shares of all classes of
capital stock of the Corporation entitled to vote on making,
adopting, altering, amending or repealing the Bylaws of the
Corporation.

          SEVENTH.  The Corporation may agree to the terms and
conditions upon which any director, officer, employee or agent
accepts his office or position and in its Bylaws, by contract or
in any other manner may agree to indemnify and protect any
director, officer, employee or agent of the Corporation, or any
person who serves at the request of the Corporation as a
director, officer, employee or agent of another corporation,
partnership, joint venture, trust, employee benefit plan or other
enterprise, to the fullest extent permitted by the laws
(including, without limitation, the statutes, case law and
principles of equity) of the State of Delaware.  If the laws
(including, without limitation, the statutes, case law or
principles of equity, as the case may be) of the State of
Delaware are amended or changed to permit or authorize broader
rights of indemnification to any of the persons referred to in
the immediately preceding sentence, then the Corporation shall be
automatically authorized to agree to indemnify such respective
persons to the fullest extent permitted or authorized by such
law, as so amended or changed, without the need for amendment or
modification of this Article SEVENTH and without further action
by the directors or stockholders of the Corporation.

          Without limiting the generality of the foregoing
provisions of this Article SEVENTH, to the fullest extent
permitted or authorized by the laws of Delaware as now in effect
and as the same may from time to time hereafter be amended,
including without limitation the provisions of 



<PAGE>


subsection (b)(7) of Section 102 of the General Corporation Law
of Delaware, no director of the Corporation shall be personally
liable to the Corporation or to its stockholders for monetary
damages for breach of fiduciary duty as a director.  Any repeal
or modification of the immediately preceding sentence shall not
adversely affect any right or protection of a director of the
Corporation existing hereunder with respect to any act or
omission occurring prior to or at the time of such repeal or
modification.

          EIGHTH.  Whenever a compromise or arrangement is
proposed between this Corporation and its creditors or any class
of them and/or between this Corporation and its stockholders or
any class of them, any court of equitable jurisdiction within the
State of Delaware may, on the application in a summary way of
this Corporation or of any creditor or stockholder thereof or on
the application of any receiver or receivers appointed for this
Corporation under the provisions of Section 291 of Title 8 of the
Delaware Code or on the application of trustees in dissolution or
of any receiver or receivers appointed for this Corporation under
the provisions of Section 279 of Title 8 of the Delaware Code
order a meeting of the creditors or class of creditors, and/or of
the stockholders or class of stockholders of this Corporation, as
the case may be, to be summoned in such manner as the said court
directs.  If a majority in number representing three-fourths in
value of the creditors or class of creditors, and/or of the
stockholders or class of stockholders of this Corporation, as the
case may be, agree to any compromise or arrangement and to any
reorganization of this Corporation as consequence of such
compromise or arrangement, the said compromise or arrangement and
the said reorganization shall, if sanctioned by the court to
which the said application has been made, be binding on all the
creditors or class of creditors, or on all the stockholders or
class of stockholders, of this Corporation, as the case may be,
and also on this Corporation.

          NINTH.  Except as may be otherwise provided by statute,
the Corporation shall be entitled to treat the registered holder
of any shares of the Corporation as the owner of such shares and
of all rights derived from such shares for all purposes, and the
Corporation shall not be obligated to recognize any equitable or
other claim to or interest in such shares or rights on the part
of any other person, including, but without limiting the
generality of the term "person" to, a purchaser, pledgee,
assignee or transferee of such shares or rights, unless and until
such person becomes the registered holder of such shares.  The
foregoing shall apply whether or not the Corporation shall have
either actual or constructive notice of the claim by or the
interest of such person.

<PAGE>

          TENTH.  The books of the Corporation may be kept
(subject to any provisions contained in the statutes of the State
of Delaware) outside the State of Delaware at such place or
places as may be designated from time to time by the Board of
Directors or in the Bylaws of the Corporation.

          ELEVENTH.  Any action required or permitted to be taken
by the stockholders of the Corporation must be effected at a duly
called annual or special meeting of such holders and may not be
effected by any consent in writing by such holders; provided,
however, that the foregoing shall not derogate from the authority
of all the directors and all of the stockholders of the
Corporation eligible to vote, to adopt an amendment to the
Certificate of Incorporation by signing a written statement
manifesting their intention that an amendment to the Certificate
of Incorporation be adopted pursuant to Section 242 of the
General Corporation Law of Delaware.

          TWELFTH.  Except as otherwise required by law and
subject to the rights, if any, of the holders of Preferred Stock
or any series thereof, special meetings of the stockholders of
the Corporation may be called only by the Chairman of the Board
of Directors, the President of the Corporation or the Board
pursuant to a resolution adopted by the a majority of the whole
Board.

          THIRTEENTH.  The Corporation reserves the right to
amend, alter, change or repeal any provision contained in this
Restated Certificate of Incorporation in the manner now or
hereafter prescribed by statute, and all rights conferred upon
stockholders herein are granted subject to this reservation.

          FOURTEENTH.  The duration of the Corporation is
perpetual.

          FIFTEENTH.  None of the provisions of Articles FIFTH,
SIXTH or this Article FIFTEENTH may be amended, altered, changed
or repealed except upon the affirmative vote at any annual or
special meeting of the stockholders, of the holders of at least
seventy-five percent (75%) or more of the Total Voting Power of
the then outstanding shares of Voting Stock, considered for this
purpose as one class (for the purpose of this Article FIFTEENTH,
each share of Voting Stock shall have the number of votes granted
to it pursuant to Article FOURTH of this Restated Certificate of
Incorporation), nor shall new provisions to this Restated
Certificate of 



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Incorporation be adopted or existing provisions to this Restated
Certificate of Incorporation be amended, altered or repealed
which in either instance are in conflict or inconsistent with
Articles FIFTH, SIXTH or this Article FIFTEENTH except upon the
affirmative vote at any annual or special meeting of the
stockholders of the holders of at least seventy-five percent
(75%) or more of the Total Voting Power of the then outstanding
shares of Voting Stock, considered for this purpose as one class. 
Any inconsistency between the provisions of a Bylaw and any
provisions of this Restated Certificate of Incorporation shall be
controlled by this Restated Certificate of Incorporation.  For
the purposes of this Article FIFTEENTH:  (i) the term "Total
Voting Power" shall mean the aggregate of all votes of all
outstanding shares of Voting Stock; and (ii) the term "Voting
Stock" shall mean the shares of all classes of capital stock of
the Corporation entitled to vote on the issue in question.

          IV.  The Restated Certificate of Incorporation restates
and integrates and does not further amend the provisions of the
Corporation's Certificate of Incorporation as theretofore amended
or supplemented, and there is no discrepancy between those
provisions and the provisions of the restated certificate of
incorporation.

          V.   This Restated Certificate of Incorporation has
been duly adopted in accordance with the provisions of Sections
242 and 245 of the Delaware Corporation Law, as amended.

















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          IN WITNESS WHEREOF, this Restated Certificate of
Incorporation has been executed on behalf of the Corporation by
its President and attested by its Secretary as of March 6, 1997,
and each of them does hereby affirm and acknowledge that this
Restated Certificate of Incorporation is the act and deed of the
Corporation and that the facts stated herein are true.

                              VANGUARD AIRLINES, INC.



                              By:  ___________________________
                                   John P. Tague
                                   President


(CORPORATE SEAL)

ATTEST:



______________________________
Brian S. Gillman
Secretary

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