FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934
     For the quarterly period ended June 30, 2000


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


Commission file number:  0-24126



                             FRONTIER AIRLINES, INC.
             (Exact name of registrant as specified in its charter)



          Colorado                                  84-1256945
(State or other jurisdiction              (I.R.S. Employer Identification No.)
of incorporated or organization)

  12015 E. 46th Avenue, Denver, CO                    80239
(Address of principal executive offices)            (Zip Code)


Issuer's telephone number including area code:  (303) 371-7400


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

The number of shares of the Company's  Common Stock  outstanding  as of July 31,
2000 was 17,873,056.


<PAGE>



                                TABLE OF CONTENTS

                          PART I. FINANCIAL INFORMATION

                                                                            Page

Item 1.  Financial Information

         Financial Statements                                                  1


Item 2.  Management's Discussion and Analysis of Financial Condition and
         Results of Operations                                                 6

Item 3:  Quantitative and Qualitative Disclosures About Market Risk           14




                           PART II. OTHER INFORMATION

Item 6.  Exhibits and Reports on Form 8-K                                     15




<PAGE>


                          PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

FRONTIER AIRLINES, INC.

Balance Sheets
(Unaudited)
<TABLE>
<CAPTION>
<S>                                                                                <C>               <C>

                                                                                       June 30,         March 31,
                                                                                         2000             2000
                                                                                    ---------------  ----------------
Assets
Current assets:

    Cash and cash equivalents                                                         $ 99,079,066      $ 67,850,933
    Short-term investments                                                               2,000,000        15,760,000
    Restricted investments                                                               4,000,000         4,000,000
    Trade receivables, net of allowance for doubtful accounts of $388,014
      and $170,819 at June 30 and March 31, 2000, respectively                          28,181,402        22,190,835
    Maintenance deposits                                                                21,186,642        19,637,128
    Prepaid expenses and other assets                                                    8,188,539         7,386,851
    Inventories                                                                          2,682,228         2,235,183
    Deferred tax assets                                                                  1,136,194         1,136,194
    Deferred lease expenses                                                                163,527           163,527
                                                                                    ---------------  ----------------
            Total current assets                                                       166,617,598       140,360,651

Security, maintenance and other deposits                                                21,952,019        17,613,122
Property and equipment, net                                                             24,263,473        21,654,262
Deferred lease and other expenses                                                           63,361           104,243
Restricted investments                                                                   7,813,760         7,813,760
                                                                                    ---------------  ----------------
                                                                                     $ 220,710,211     $ 187,546,038
                                                                                    ===============  ================

Liabilities and Stockholders' Equity
Current liabilities:

    Accounts payable                                                                  $ 12,807,630      $ 14,407,913
    Air traffic liability                                                               50,213,044        44,518,837
    Other accrued expenses                                                              16,576,712        12,058,755
    Income taxes payable                                                                10,886,272         5,483,264
    Accrued maintenance expense                                                         22,925,744        21,893,316
    Current portion of obligations under capital leases                                    116,029           113,029
                                                                                    ---------------  ----------------
            Total current liabilities                                                  113,525,431        98,475,114

Accrued maintenance expense                                                              8,135,584         7,214,167
Deferred tax liability                                                                     483,514           483,514
Obligations under capital leases, excluding current portion                                298,717           328,702
                                                                                    ---------------  ----------------
            Total liabilities                                                          122,443,246       106,501,497
                                                                                    ---------------  ----------------

Stockholders' equity

    Preferred stock, no par value, authorized 1,000,000 shares;
        none issued                                                                       -                 -
    Common stock, no par value, stated value of $.001 per share,
        authorized 40,000,000 shares; 17,793,556 and 17,732,273 shares
        issued and outstanding at June 30 and March 31, 2000, respectively                  17,794            17,732
    Additional paid-in capital                                                          68,434,512        67,946,330
    Unearned ESOP shares                                                                  (571,875)         (857,813)
    Retained earnings                                                                   30,386,534        13,938,292
                                                                                    ---------------  ----------------
            Total stockholders' equity                                                  98,266,965        81,044,541
                                                                                    ---------------  ----------------
                                                                                     $ 220,710,211     $ 187,546,038
                                                                                    ===============  ================
See accompanying notes to financial statements.



                                       1
<PAGE>




FRONTIER AIRLINES, INC.

Statements of Income
(Unaudited)

                                                                                      Three Months Ended June 30,

                                                                                         2000             1999
                                                                                    ---------------------------------

Revenues:
    Passenger                                                                        $ 110,967,395      $ 75,974,913
    Cargo                                                                                1,225,494         1,441,084
    Other                                                                                  615,855           470,200
                                                                                    ---------------  ----------------

            Total revenues                                                             112,808,744        77,886,197
                                                                                    ---------------  ----------------

Operating expenses:
    Flight operations                                                                   39,631,087        25,884,383
    Aircraft and traffic servicing                                                      13,647,785        10,845,139
    Maintenance                                                                         14,390,883        13,438,091
    Promotion and sales                                                                 12,461,773        11,691,510
    General and administrative                                                           6,229,618         3,687,623
    Depreciation and amortization                                                        1,074,342           574,211
                                                                                    ---------------  ----------------

            Total operating expenses                                                    87,435,488        66,120,957
                                                                                    ---------------  ----------------

            Operating income                                                            25,373,256        11,765,240
                                                                                    ---------------  ----------------

Nonoperating income (expense):
    Interest income                                                                      1,624,434           824,643
    Interest expense                                                                       (17,459)          (21,901)
    Other, net                                                                             (15,900)         (121,566)
                                                                                    ---------------  ----------------

            Total nonoperating income, net                                               1,591,075           681,176
                                                                                    ---------------  ----------------

Income before income tax expense and
    cumulative effect of change in method of
    accounting for maintenance checks
                                                                                        26,964,331        12,446,416

Income tax expense                                                                      10,516,089         4,717,852
                                                                                    ---------------  ----------------

Income before cumulative effect of
  change in accounting principle                                                        16,448,242         7,728,564

Cumulative effect of change in method of
  accounting for maintenance checks                                                       -                  549,009

                                                                                    ---------------  ----------------
Net income                                                                           $  16,448,242      $  8,277,573
                                                                                    ===============  ================

(continued)




                                       2
<PAGE>




FRONTIER AIRLINES, INC.

Statements of Income, continued
(Unaudited)

                                                                                      Three Months Ended June 30,

                                                                                         2000             1999
                                                                                    ---------------------------------

Earnings per share:
  Basic:
    Income before cumulative effect of a
      change in accounting principle                                                         $0.93             $0.47
    Cumulative effect of change in method of
      accounting for maintenance checks                                                   -                     0.03
                                                                                    ---------------  ----------------
    Net income                                                                               $0.93             $0.50
                                                                                    ===============  ================

  Diluted:
    Income before cumulative effect of a
      change in accounting principle                                                         $0.85             $0.42
    Cumulative effect of change in method of
      accounting for maintenance checks                                                   -                     0.03
                                                                                    ---------------  ----------------
    Net income                                                                               $0.85             $0.45
                                                                                    ===============  ================

Weighted average shares of
  common stock outstanding
            Basic                                                                       17,744,447        16,539,582
                                                                                    ===============  ================
            Diluted                                                                     19,273,158        18,470,832
                                                                                    ===============  ================


See accompanying notes to financial statements.



                                       3
<PAGE>




FRONTIER AIRLINES, INC.

Statement of Cash Flows
(Unaudited)

                                                                                      Three Months Ended June 30,

                                                                                         2000             1999
                                                                                    ---------------------------------
Cash flows from operating activities:

    Net income                                                                        $ 16,448,242       $ 7,728,564
    Adjustments to reconcile net income to net cash
        provided by operating activities:
            Employee stock ownership plan compensation expense                             285,938           203,125
            Depreciation and amortization                                                1,115,224           648,393
            Deferred tax expense                                                          -                4,580,352
            Changes in operating assets and liabilities:
                Trade receivables                                                       (5,990,567)        3,106,619
                Security, maintenance and other deposits                                (2,057,911)       (3,632,357)
                Prepaid expenses and other assets                                         (801,688)         (768,785)
                Inventories                                                               (447,045)         (304,210)
                Accounts payable                                                        (1,600,283)          111,918
                Air traffic liability                                                    5,694,207         5,519,987
                Other accrued expenses                                                   4,517,957         (404,894)
                Income taxes payable                                                     5,403,008          -
                Accrued maintenance expense                                              1,953,845         3,808,931
                                                                                    ---------------  ----------------
                     Net cash provided by operating activities                          24,520,927        20,597,643
                                                                                    ---------------  ----------------

Cash flows from investing activities:

    Decrease (increase) in short-term investments, net                                  13,760,000       (41,378,295)
    Aircraft lease and purchase deposits, net                                           (3,830,500)          596,416
    Increase in restricted investments                                                    -                 (860,000)
    Capital expenditures                                                                (3,683,553)       (1,661,600)
                                                                                    ---------------  ----------------
                     Net cash provided (used) by investing activities                    6,245,947       (43,303,479)
                                                                                    ---------------  ----------------

Cash flows from financing activities:

    Net proceeds from issuance of common stock                                             488,244         4,556,056
    Principal payments on obligations under capital leases                                 (26,985)          (20,717)
                                                                                    ---------------  ----------------
                    Net cash provided by financing activities                              461,259         4,535,339
                                                                                    ---------------  ----------------

                    Net increase (decrease) in cash and cash equivalents                31,228,133       (18,170,497)

Cash and cash equivalents, beginning of period                                          67,850,933        47,289,072
                                                                                    ---------------  ----------------

Cash and cash equivalents, end of period                                              $ 99,079,066      $ 29,118,575
                                                                                    ===============  ================

See accompanying notes to financial statements.



                                       4
<PAGE>
</TABLE>




FRONTIER AIRLINES, INC.

Notes to Financial Statements
June 30, 2000

(1)  Basis of Presentation

     The  accompanying  unaudited  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,  they do not  include  all of the  information  and  footnotes
     required by generally accepted accounting principles for complete financial
     statements  and should be read in  conjunction  with the  Company's  Annual
     Report on Form 10-K for the year ended  March 31,  2000.  In the opinion of
     management,   all  adjustments   (consisting   only  of  normal   recurring
     adjustments)  considered  necessary  for  a  fair  presentation  have  been
     included.  The results of  operations  for the three  months ended June 30,
     2000 are not  necessarily  indicative  of the results that will be realized
     for the full year.



                                       5
<PAGE>



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


This report contains  forward-looking  statements  within the meaning of Section
21E of the  Securities  Exchange  Act of 1934 that  describe  the  business  and
prospects of Frontier  Airlines,  Inc.  ("Frontier"  or the  "Company")  and the
expectations  of  our  Company  and  management.  All  statements,   other  than
statements of historical facts, included in this report that address activities,
events or developments that we expect, believe, intend or anticipate will or may
occur in the future, are forward-looking statements. When used in this document,
the words  "estimate,"  "anticipate,"  "project"  and  similar  expressions  are
intended to identify forward-looking statements.  Forward-looking statements are
inherently subject to risks and uncertainties, many of which cannot be predicted
with accuracy and some of which might not even be  anticipated.  These risks and
uncertainties  include,  but are not  limited  to: the  timing  of, and  expense
associated with, expansion and modification of our operations in accordance with
our business  strategy or in response to competitive  pressures or other factors
such as our commencement of passenger service and ground handling  operations at
several airports and assumption of maintenance and ground handling operations at
DIA with  our own  employees;  general  economic  factors  and  behavior  of the
fare-paying  public;  increased federal scrutiny of low-fare carriers  generally
that may increase our operating costs or otherwise  adversely affect us; actions
of competing airlines, such as increasing capacity and pricing actions of United
Airlines and other competitors; the availability of suitable aircraft, which may
inhibit our ability to achieve  operating  economies  and implement our business
strategy;  the  unavailability of, or inability to secure upon acceptable terms,
financing   necessary  to  purchase   aircraft   which  we  have  ordered;   and
uncertainties regarding aviation fuel prices. Because our business, like that of
the airline industry generally, is characterized by high fixed costs relative to
revenues,  small  fluctuations  in our  yield  per  RPM or  expense  per ASM can
significantly  affect operating results. See "Risk Factors" in our Form 10-K for
the year  ended  March  31,  2000 as they  may be  modified  by the  disclosures
contained in this report.

General

       We are a  scheduled  airline  based in Denver,  Colorado.  As of July 31,
2000,  we  operate  routes  linking  our  Denver  hub to 21  cities in 17 states
spanning the nation from coast to coast.  We added Kansas City,  Missouri to our
route system on June 15, 2000. We plan to commence service to Washington, D.C.'s
Ronald Reagan International  Airport on September 7, 2000 with one daily nonstop
flight.

       We were organized in February 1994 and we began flight operations in July
1994 with two leased Boeing 737-200 jets. We have since expanded our fleet to 24
leased jets,  including seven Boeing 737-200s and 17 larger Boeing 737-300s.  We
currently use up to nine gates at our hub, Denver International Airport ("DIA"),
where we operate approximately 112 daily system flight departures and arrivals.

       Small  fluctuations  in our yield per revenue  passenger  mile ("RPM") or
expense per  available  seat mile  ("ASM") can  significantly  affect  operating
results  because we, like other  airlines,  have high fixed costs in relation to
revenues.  Airline operations are highly sensitive to various factors, including
the actions of  competing  airlines  and  general  economic  factors,  which can
adversely affect our liquidity, cash flows and results of operations.

Results of Operations

       We  had  net  income  of  $16,448,000  or  $.85 per diluted share for the
quarter ended June 30, 2000 as compared to income before  cumulative effect of a
change in  accounting  principle of $7,729,000 or $.42 per diluted share for the
quarter ended June 30, 1999. During the quarter ended June 30, 2000, as compared
to the prior  comparable  periods,  we  experienced  higher fares as a result of
increases in the number of business travelers, a general increase in fare levels
including  increases intended to offset increased fuel costs, and an increase in
the number of passengers  that a major  competitor  directed to us because of an
increase in the number of delays and cancellations that airline experienced.  We
estimate that the additional  passenger  traffic  received from that airline had
the  effect  of  increasing  each  of  our  average  fare  and  load  factor  by
approximately 1%.

                                       6
<PAGE>

       Our cost  per ASM for the  quarters ended  June  30, 2000  and 1999  were
8.59(cent) and 8.10(cent),  respectively,  or an increase of .49(cent) or 6.05%.
Cost per ASM excluding  fuel for the quarters  ended June 30, 2000 and 1999 were
7.16(cent) and 7.13(cent), respectively, or an increase of .03(cent) or .4%. Our
cost per ASM  increased  during  the  quarter  ended June 30,  2000  principally
because of increases in the cost of fuel which  accounted for .46(cent) per ASM,
aircraft rentals for newer and larger aircraft of .18(cent) per ASM, general and
administrative  expenses  primarily  due to accrued  bonuses  for all  employees
resulting from increased  profitability  and a higher level of employee benefits
of  .16(cent)  per  ASM,  offset  by a  .21(cent)  reduction  in cost per ASM in
promotion  and sales  expense  as a result of a decrease  in the  travel  agency
commission  rate  from 8% to 5%  commencing  in  November  1999,  and  decreased
advertising and communication expenses offset by an increase in credit card fees
associated  with the increase in our average  fare. A general wage rate increase
effective in January 2000 and an increase in pilots'  salaries  effective in May
2000 also  contributed  to the increase in cost per ASM during the quarter ended
June 30, 2000.  Our cost per ASM during the quarter ended June 30, 1999 included
an  unanticipated  engine  repair  expense  due to a  premature  failure,  which
accounted  for .18(cent) of cost per ASM. Our cost per ASM for the quarter ended
June 30, 1999 adjusted for this expense would have been  7.92(cent).  During the
three  months ended  December 31, 1999,  this accrual was reversed as the engine
manufacturer agreed to repair the engine at no cost to us.

       An airline's  break-even  load factor is the  passenger  load factor that
will result in operating  revenues being equal to operating  expenses,  assuming
constant revenue per passenger mile and expenses. For the quarter ended June 30,
2000,  our break-even  load factor was 49.6% compared to our achieved  passenger
load factor of 65.5%.  For the quarter ended June 30, 1999, our break-even  load
factor was 52%  compared  to our  achieved  passenger  load  factor of 62%.  Our
break-even load factor decreased from the prior  comparable  period largely as a
result of an increase in our average fare to $149 during the quarter  ended June
30, 2000 from $133 during the quarter  ended June 30,  1999,  and an increase in
our total yield per RPM from  15.38(cent) for the quarter ended June 30, 1999 to
16.92(cent)  for the  quarter  ended June 30,  2000 offset by an increase in our
expense  per  ASM to  8.59(cent)  for the  quarter  ended  June  30,  2000  from
8.10(cent) for the quarter ended June 30, 1999.



                                       7
<PAGE>




       The following table provides  certain of our financial and operating data
for the year ended March 31, 2000 and the quarters ended June 30, 2000 and 1999.
<TABLE>
<CAPTION>
<S>                                                      <C>              <C>              <C>

                                                              Year
                                                             Ended
                                                            March 31,          Quarters Ended June 30,
                                                              2000             2000             1999
                                                         ---------------  ---------------  ---------------

        Passenger revenue (000s) (1)                            320,850          110,967           75,975
        Revenue passengers carried (000s)                         2,284              712              553
        Revenue passenger miles (RPMs) (000s) (2)             2,104,460          666,755          506,247
        Available seat miles (ASMs) (000s) (3)                3,559,595        1,017,555          815,961
        Passenger load factor (4)                                 59.1%            65.5%            62.0%
        Break-even load factor (5)                                51.1%            49.6%            52.0%
        Block hours (6)                                          71,276           20,025           16,785
        Departures                                               33,284            9,129            7,943
        Average seats per departure                                 129              131              126
        Average stage length                                        829              851              815
        Average length of haul                                      921              937              916
        Aircraft miles (000s)                                    27,594            7,768            6,476
        Average daily block hour utilization (7)                    9.9              9.4             10.2
        Yield per RPM (cents) (8)                                 15.25            16.64            15.01
        Total yield per RPM (cents) (9)                           15.67            16.92            15.38
        Total yield per ASM (cents) (10)                           9.27            11.09             9.55
        Cost per ASM (cents)                                       8.16             8.59             8.10
        Cost per ASM excluding fuel (cents)                        6.91             7.16             7.13
        Passenger revenue per block hour                          4,502            5,541            4,526
        Average fare (11)                                           134              149              133
        Average aircraft in fleet                                  19.7             23.5             18.0
        Aircraft in fleet at end of period                         23.0             24.0             19.0
        Average age of aircraft at end of period                   10.5             10.8             14.9
        EBITDAR (000s) (12)                                      90,583           41,199           22,592
        EBITDAR as a % of revenue                                 27.5%            36.5%            29.0%
</TABLE>

(1)  "Passenger   revenue"   includes   revenues  for  non-revenue   passengers,
     administrative  fees,  and revenue  recognized  for unused tickets that are
     greater than one year from issuance date.
(2)  "Revenue  passenger  miles," or RPMs,  are  determined by  multiplying  the
     number of fare-paying passengers carried by the distance flown.
(3)  "Available  seat miles," or ASMs, are determined by multiplying  the number
     of seats available for passengers by the number of miles flown.
(4)  "Passenger load factor" is determined by dividing  revenue  passenger miles
     by available seat miles.
(5)  "Break-even  load factor" is the passenger  load factor that will result in
     operating  revenues being equal to operating  expenses,  assuming  constant
     revenue per passenger mile and expenses
(6)  "Block  hours"  represent  the time between  aircraft  gate  departure  and
     aircraft gate arrival.
(7)  "Average  daily block hour  utilization"  represents  the total block hours
     divided by the weighted average number of aircraft days in service.
(8)  "Yield per RPM" is  determined  by dividing  passenger  revenues by revenue
     passenger miles.
(9)  "Total Yield per RPM" is determined by dividing  total  revenues by revenue
     passenger miles.
(10) "Total  Yield per ASM" is  determined  by  dividing  passenger  revenues by
     available seat miles.
(11) "Average  fare"  excludes  revenue   included  in  passenger   revenue  for
     non-revenue  passengers,  administrative  fees, and revenue  recognized for
     unused tickets that are greater than one year from issuance date.
(12) "EBITDAR",  or  "earnings  before  interest,  income  taxes,  depreciation,
     amortization and aircraft rentals," is a supplemental financial measurement
     many  airline  industry  analysts  and  we use  in  the  evaluation  of our
     business.  However,  EBITDAR should only be read in conjunction with all of
     our financial  statements  appearing  elsewhere  herein,  and should not be
     construed as an  alternative  either to operating  income (as determined in
     accordance with generally accepted  accounting  principles) as an indicator
     of our operating performance or to cash flows from operating activities (as
     determined in accordance with generally accepted accounting  principles) as
     a measure of liquidity.



                                       8
<PAGE>




       The  following  table  provides  our  operating   revenues  and  expenses
expressed  as cents  per  total  ASMs  and as a  percentage  of total  operating
revenues,  as rounded,  for the year ended March 31, 2000 and the quarters ended
June 30, 2000 and 1999.
<TABLE>
<CAPTION>
<S>                                     <C>        <C>           <C>        <C>           <C>         <C>

                                      Year ended March 31,                Quarters ended June 30,
                                              2000                     2000                     1999
                                     ------------------------ ------------------------ -------------------------
                                         Per          %           Per          %           Per           %
                                        total         of         total         of         total         of
                                         ASM       Revenue        ASM       Revenue        ASM        Revenue
                                         ---       -------        ---       -------        ---        -------


  Revenues:
      Passenger                          9.02        97.3%       10.91        98.4%        9.31        97.5%
      Cargo                              0.19         2.1%        0.12         1.1%        0.18         1.9%
      Other                              0.06         0.6%        0.06         0.5%        0.06         0.6%
                                     ------------ ----------- ------------ ----------- ------------ ------------
  Total revenues                         9.27       100.0%       11.09       100.0%        9.55       100.0%

  Operating expenses:
      Flight operations                  3.53        38.1%        3.89        35.1%        3.17        33.2%
      Aircraft and traffic servicing     1.38        14.8%        1.34        12.1%        1.33        13.9%
      Maintenance                        1.41        15.2%        1.41        12.8%        1.65        17.3%
      Promotion and sales                1.29        14.0%        1.22        11.0%        1.43        15.0%
      General and administrative         0.46         5.0%        0.61         5.5%        0.45         4.7%
      Depreciation and amortization      0.09         1.0%        0.12         1.0%        0.07         0.7%
                                     ------------ ----------- ------------ ----------- ------------ ------------
  Total operating expenses               8.16        88.1%        8.59        77.5%        8.10        84.9%
                                     ============ =========== ============ =========== ============ ============

  Total ASMs (000s)                    3,559,595                1,017,555                  815,961
</TABLE>

Revenues

       Our revenues are highly sensitive to changes in fare levels. Fare pricing
policies have a significant impact on our revenues. Because of the elasticity of
passenger demand, we believe that increases in fares may result in a decrease in
passenger  demand in many markets.  We cannot predict future fare levels,  which
depend to a substantial  degree on actions of  competitors.  When sale prices or
other price changes are initiated by competitors in our markets, we believe that
we must, in most cases,  match those  competitive fares in order to maintain our
market  share.  Passenger  revenues  are  seasonal  in  leisure  travel  markets
depending  on  the  markets'   locations  and  when  they  are  most  frequently
patronized.

       Our  average  fare for the quarters ended June 30, 2000 and 1999 was $149
and $133, respectively,  an increase of 12%. We believe that the increase in the
average  fare during the quarter  ended June 30, 2000 over the prior  comparable
period was a result of increases in the number of business travelers,  a general
increase in fare levels  including  increases  intended to offset increased fuel
costs,  and an  increase  in the number of  passengers  that a major  competitor
directed to us because of an increase in the number of delays and  cancellations
that airline  experienced.  We estimate that the  additional  passenger  traffic
received  from that  airline had the effect of  increasing  our average  fare by
approximately 1% and our load factor by 1%.

       Passenger  Revenues.  Passenger  revenues  totaled  $110,967,000  for the
quarter ended June 30, 2000 compared to  $75,975,000  for the quarter ended June
30, 1999, or an increase of 46.1%.  Passenger  revenues outpaced the increase in
ASMs  of  201,594,000  or  24.7%.   Passenger   revenue  includes  revenues  for
non-revenue passengers,  administrative fees, and revenue recognized for tickets
that are not used within one year from their  issue  dates.  We carried  712,000
revenue passengers during the quarter ended June 30, 2000 compared to 553,000 in
the quarter  ended June 30,  1999 or an increase of 28.8%.  We had an average of
23.5 aircraft in our fleet during the quarter ended June 30, 2000 compared to an
average of 18 aircraft  during the quarter  ended June 30, 1999,  an increase of
30.6%.  RPMs for the quarter  ended June 30, 2000 were  666,755,000  compared to
506,247,000 for the quarter ended June 30, 1999, an increase of 31.7%.

                                       9
<PAGE>

       Cargo revenues, consisting  of revenues  from  freight and mail  service,
totaled $1,225,000 and $1,441,000 for the quarters ended June 30, 2000 and 1999,
representing  1.1% and  1.9% of total  operating  revenues,  respectively,  or a
decrease of 15%.  During July 2000 an audit was performed on our contract  cargo
sales and  services  provider.  The audit  disclosed  that for a 15 month period
between  January 1, 1999 and March 31, 2000 both cash and credit card sales were
remitted to us by our services  provider,  even though we had  collected for the
cash sales  directly  from our  customer.  We therefore  adjusted  cargo revenue
downward  $423,000 during the quarter ended June 30, 2000.  Excluding the effect
of this adjustment,  on the current and prior comparable  period,  cargo revenue
would have been  $1,648,000  and $1,366,000 for the quarters ended June 30, 2000
and 1999,  respectively,  or an increase of 20.6%. This adjunct to the passenger
business  is highly  competitive  and depends  heavily on  aircraft  scheduling,
alternate   competitive   means  of  same  day  delivery  service  and  schedule
reliability.

       Other revenues,  comprised principally of interline handling fees, liquor
sales and excess baggage fees,  totaled  $616,000 and $470,000 or .5% and .6% of
total  operating  revenues  for the  quarters  ended  June 30,  2000  and  1999,
respectively.

Operating Expenses

       Operating expenses include those related to flight  operations,  aircraft
and  traffic   servicing,   maintenance,   promotion  and  sales,   general  and
administrative and depreciation and amortization.  Total operating expenses were
$87,435,000  and  $66,121,000  for the quarters ended June 30, 2000 and 1999 and
represented 77.5% and 84.9% of total revenue,  respectively.  Operating expenses
decreased as a percentage of revenue during the quarter ended June 30, 2000 as a
result of the 46.1%  increase  in  passenger  revenues  attributable  to a 28.8%
increase in passengers  and a 12% increase in the average fare offset by a 52.8%
increase in the average cost per gallon of fuel,  a general  wage rate  increase
which  became  effective  in January  2000 and an increase  in pilots'  salaries
effective  in May 2000,  and an increase in accrued  bonuses  based on increased
profitability.

       Flight  Operations.   Flight  operations   expenses  of  $39,631,000  and
$25,884,000  were 35.1% and 33.2% of total  revenue for the quarters  ended June
30, 2000 and 1999, respectively. Flight operations expenses include all expenses
related  directly to the  operation of the aircraft  including  fuel,  lease and
insurance expenses, pilot and flight attendant compensation, in-flight catering,
crew overnight  expenses,  flight dispatch and flight operations  administrative
expenses.

       Aircraft  fuel  expenses  are  comprised of both the direct cost of fuel,
including taxes and the cost of delivering fuel into the aircraft. Aircraft fuel
costs of $14,537,000  for 15,700,000  gallons used and $7,955,000 for 13,129,000
gallons used resulted in an average fuel cost of 92.6(cent)  and  60.6(cent) per
gallon and represented 36.7% and 30.7% of total flight  operations  expenses for
the quarters ended June 30, 2000 and 1999,  respectively.  The average fuel cost
per gallon  increased for the quarters  ended June 30, 2000 from the  comparable
prior period due to an overall increase in the market price of fuel. Fuel prices
are  subject to change  weekly,  as we do not  purchase  supplies in advance for
inventory.  Fuel  consumption  for the  quarters  ended  June 30,  2000 and 1999
averaged  784 and 782  gallons per block hour,  respectively.  Fuel  consumption
increased  over the prior  comparable  period because of an increase in our load
factor from 62.0% to 65.5%.  Additionally,  five aircraft were returned to their
lessor during the year ended March 31, 2000 and replaced with four aircraft that
are larger and have a higher fuel burn rate.

       Aircraft lease expenses totaled  $14,768,000 (13.1% of total revenue) and
$10,374,000  (13.3% of total  revenue) for the quarters  ended June 30, 2000 and
1999,  respectively,  or an  increase of 42.4%.  The  increase is largely due to
higher lease expenses for larger and newer Boeing 737-300  aircraft added to the
fleet,  which resulted in an increase for the quarter ended June 30, 2000 in the
average  number of  aircraft  to 23.5 from 18, or 30.6%.  The average age of our
fleet decreased from 14.9 years as of June 30, 1999 to 10.8 years as of June 30,
2000.

                                       10
<PAGE>

       Aircraft insurance expenses  totaled  $802,000 (.7% of total revenue) and
$605,000 (.8% of  total  revenue)  for  the  quarters  ended  June 30, 2000  and
1999, respectively. Aircraft insurance expenses were .12 (cent) per RPM for each
of the quarters ended June 30, 2000 and 1999, respectively.

       Pilot and flight  attendant  salaries  before  payroll taxes and benefits
totaled $4,923,000 and $3,452,000 or 4.4% and 4.5% of passenger revenue for each
of the  quarters  ended June 30,  2000 and 1999,  or an  increase  of 42.6%.  In
November 1998, our pilots voted to be represented by an independent  union,  the
Frontier  Airline Pilots  Association.  The first  bargaining  agreement for the
pilots,  which has a 5-year term,  was ratified and made  effective in May 2000.
Pilot and flight attendant  compensation  increased principally as a result of a
30.6% increase in the average  number of aircraft in service,  general wage rate
increases,  and an  increase  of 19.3% in block  hours.  We pay pilot and flight
attendant  salaries for  training,  consisting  of  approximately  six and three
weeks, respectively, prior to scheduled increases in service which can cause the
compensation  expense during that period to appear high in  relationship  to the
average number of aircraft in service.  When we are not in the process of adding
aircraft  to our  system,  pilot  and  flight  attendant  expense  per  aircraft
normalizes.  With a scheduled passenger operation, and with salaried rather than
hourly crew compensation,  our expenses for flight operations are largely fixed,
with fuel expenses and flight catering the principal exception.

       Aircraft and Traffic  Servicing.  Aircraft and traffic servicing expenses
were  $13,648,000  and $10,845,000 (an increase of 25.8%) for the quarters ended
June 30, 2000 and 1999,  respectively,  and represented 12.1% and 13.9% of total
revenue.  Aircraft and traffic servicing  expenses include all expenses incurred
at airports  including landing fees,  facilities rental,  station labor,  ground
handling  expenses,  and  interrupted  trip expenses  associated with delayed or
cancelled flights.  Interrupted trip expenses are amounts paid to other airlines
to protect  passengers  as well as hotel,  meal and other  incidental  expenses.
Aircraft and traffic  servicing  expenses will increase with the addition of new
cities to our route system. During the quarter ended June 30, 2000, we served 21
cities  compared to 19 during the quarter ended June 30, 1999, or an increase of
10.5%. During the quarter ended June 30, 2000, our departures increased to 9,129
from 7,943 or 14.9%.  Aircraft and traffic  servicing  expenses  were $1,495 per
departure  for the  quarter  ended  June 30,  2000 as  compared  to  $1,365  per
departure for the quarter ended June 30, 1999, or an increase of $130.  Aircraft
and traffic  servicing  expenses  increased  as a result of a general  wage rate
increase effective in January 2000, contract ground handling services in certain
of the cities we serve as a result of increased  frequencies in existing markets
and  introduction  of service to new cities,  and  increased  landing  fees as a
result of the  addition of larger  aircraft.  These  increases  were offset by a
decrease  in  interrupted  trip  expenses as a result of an  improvement  in our
completion  factor from 98.5% for the  quarter  ended June 30, 1999 to 99.5% for
the quarter ended June 30, 2000.

       Maintenance.  Maintenance  expenses of $14,391,000 and  $13,438,000  were
12.8% and 17.3% of total revenue for the quarters  ended June 30, 2000 and 1999,
respectively.  These include all labor,  parts and supplies  expenses related to
the maintenance of the aircraft.  Routine  maintenance is charged to maintenance
expense as incurred  while major  airframe,  engine,  landing gear and auxiliary
power unit overhauls are accrued  monthly.  Maintenance  cost per block hour was
$719 and $800 for the  quarters  ended  June 30,  2000 and  1999,  respectively.
During the quarter ended June 30, 1999, we accrued for an  unanticipated  engine
repair expense as a result of a premature  failure totaling  $1,500,000.  During
the quarter  ended  December 31,  1999,  this accrual was reversed as the engine
manufacturer  agreed to repair the engine at no cost to us. Maintenance cost per
block hour for the quarter  ended June 30,  1999 would have been $711  excluding
this  engine  repair  expense  and the  maintenance  cost per block hour for the
quarter  ended June 30, 2000  compared to the quarter  ended June 30, 1999 would
have been a 1.1%  increase.  Maintenance  costs per block  hour  increased  as a
result  of  increased  facilities  rentals  as  a  result  of  additional  space
requirements for the increase in aircraft coupled with an increase in the number
of aircraft  simultaneously out of service for heavy maintenance,  and a general
wage rate increase effective January 2000. Because of the increase in the number
of aircraft out of service for heavy  maintenance,  our average daily block hour
utilization  decreased  from 10.2 for the quarter ended June 30, 1999 to 9.4 for
the quarter ended June 30, 2000.

       Promotion and Sales. Promotion and sales expenses totaled $12,462,000 and
$11,692,000  and were 11% and 15% of total  revenue for the quarters  ended June
30,  2000  and  1999,   respectively.   These  include   advertising   expenses,
telecommunications   expenses,   wages  and  benefits  for  reservationists  and
reservations  supervision as well as marketing  management and sales  personnel,
credit card fees,  travel agency  commissions and computer  reservations  costs.
Promotion  and sales  expenses  decreased  as a  percentage  of revenue  for the
quarter ended June 30, 2000 over the prior comparable period largely as a result
of the increase in revenue and a decrease in travel agency commissions.

                                       11
<PAGE>

       During the quarter ended June 30, 2000,  promotion and sales expenses per
passenger  decreased to $17.50 from $21.14 for the quarter  ended June 30, 1999.
Promotion  and sales  expenses  decreased  largely as a result of a decrease  in
travel agency  commissions from 8% to 5% effective in November 1999 matching the
decrease instituted by our competitors.  Travel agency commissions and interline
service charges and handling fees, as a percentage of passenger revenue,  before
non-revenue  passengers,  administrative fees and breakage (revenue from expired
tickets),  decreased  to 3.4% for the quarter  ended June 30, 2000 from 5.1% for
the quarter ended June 30, 1999. The decrease in travel agency  commissions  was
offset by  increased  commission  expense  associated  with the  increase in our
average  fare as we do not cap  commissions.  During the quarter  ended June 30,
2000 we had an increase  in  computer  reservations  costs  associated  with the
expansion of our travel agency electronic ticketing capabilities. With increased
activity on our web site, our calls per passenger have decreased. Because of the
increase in web site activity,  as well as a decrease in long distance rates, we
experienced a decrease in communications expense. These cost savings were offset
by an increase in credit card fees  associated  with the increase in our average
fare from $133 for the quarter ended June 30, 1999 to $149 for the quarter ended
June 30, 2000.

       General and  Administrative. General and administrative  expenses for the
quarters  ended  June 30,  2000  and 1999  totaled  $6,230,000  and  $3,688,000,
respectively, and were 5.5% and 4.7% of total revenue, respectively.  During the
quarters  ended June 30,  2000 and 1999,  we accrued  for  employee  performance
bonuses totaling $1,951,000 and $742,000, respectively, or 1.7 % and 1% of total
revenue for each of these quarters.  General and administrative expenses include
the wages and benefits for several of our  executive  officers and various other
administrative  personnel including legal,  accounting,  information technology,
aircraft procurement, corporate communications, training and human resources and
other expenses  associated with these  departments.  Employee  health  benefits,
accrued  vacation  and bonus  expenses,  general  insurance  expenses  including
worker's  compensation,  and  write-offs  associated  with credit card and check
fraud are also included in general and administrative  expenses.  We experienced
increases in our human resources,  training and information  technology expenses
as a result of an increase in employees from approximately 1,650 in June 1999 to
approximately  2,200 in June 2000, or an increase of 33.3%. We also  experienced
personnel  increases  in the area of  aircraft  procurement  as a result  of the
purchase and lease  agreements for Airbus  aircraft.  Because of the increase in
personnel,  our health  insurance  benefit expenses and accrued vacation expense
increased  accordingly.  During the  quarter  ended June 30,  2000,  our accrued
vacation  expense  increased as a result of the  increase in pilot  salaries and
vacation benefits due to a collective  bargaining  agreement  concluded with the
pilots' union effective in May 2000.

       Depreciation and Amortization.  Depreciation and amortization expenses of
$1,074,000 and $574,000,  an increase of 87.1%, were approximately 1% and .8% of
total revenue for the quarters ended June 30, 2000 and 1999, respectively. These
expenses include depreciation of office equipment, ground station equipment, and
other fixed assets. Amortization of start-up and route development costs are not
included as these expenses have been expensed as incurred.  Depreciation expense
increased  over the prior  year as a result of an  increase  in our spare  parts
inventory including a spare engine,  leasehold  improvements  associated with 13
(seven  additional and six  replacement)  aircraft brought into our fleet during
the past 15 months,  ground  handling  equipment,  and  computers to support new
employees as well as replacement computers for those with outdated technology.

       Nonoperating Income (Expense). Net nonoperating income totaled $1,591,000
for the quarter  ended June 30, 2000  compared to $681,000 for the quarter ended
June 30, 1999.  Interest income increased from $825,000 to $1,624,000 during the
quarter ended June 30, 2000 from the prior comparable  period due to an increase
in cash  balances  as a result of an  increase  in cash  provided  by  operating
activities.

       Income Tax Expense: We accrued income taxes of $10,516,000 and $4,718,000
at 39% and 38.25% of taxable  income during the quarters ended June 30, 2000 and
1999, respectively.

Liquidity and Capital Resources

       Our balance sheet  reflected  cash and cash  equivalents  and  short-term
investments of $101,079,000 and $83,611,000 at June 30, 2000 and March 31, 2000,
respectively.  At June 30,  2000,  total  current  assets were  $166,618,000  as
compared to  $113,525,000  of total  current  liabilities,  resulting in working
capital  of  $53,093,000.   At  March  31,  2000,   total  current  assets  were
$140,361,000 as compared to $98,475,000 of total current liabilities,  resulting
in working  capital of  $41,886,000.  The  increase  in our  working  capital is
largely a result of cash flows  provided by  operating  activities  and proceeds
from  exercises of common stock  options and warrants  during the quarter  ended
June 30,  2000.  We believe  that our  existing  cash  balances,  combined  with
improved operating results,  are and will be adequate to fund our operations for
the foreseeable  future.  However, as discussed below, we will require financing
in order to fund our intended purchase of Airbus A319 and A318 aircraft.

                                       12
<PAGE>

       Cash provided by operating activities for the quarter ended June 30, 2000
was  $24,521,000.  This is  attributable  to our  net  income  for  the  period,
increases  in air  traffic  liability,  other  accrued  expenses,  income  taxes
payable,  and  accrued  maintenance  expense,   offset  by  increases  in  trade
receivables,  security,  maintenance  and other deposits,  prepaid  expenses and
inventories,  and a decrease in accounts  payable.  Cash  provided by  operating
activities  for the  quarter  ended  June  30,  1999 was  $20,598,000.  This was
attributable to our net income for the period,  decreases in trade  receivables,
utilization of deferred tax assets,  and increases in air traffic  liability and
accrued maintenance expenses,  offset by increases in security,  maintenance and
other deposits and prepaid expenses.

       Cash provided by investing activities for the quarter ended June 30, 2000
was $6,246,000. We had maturities of $13,760,000 in short-term investments,  net
of  purchases,  comprised  of  certificates  of  deposit  and  government-backed
agencies with maturities of one year or less.  During the quarter ended June 30,
2000, we made cash  security  deposits  totaling  $3,831,000  associated  with a
leased Boeing  737-300  delivered  during the quarter and 16 Airbus  aircraft we
have agreed to lease with  delivery  dates  beginning  in June 2001.  During the
quarter ended June 30, 2000, we used  $3,684,000  for capital  expenditures  for
rotable aircraft components, maintenance equipment and tools, aircraft leasehold
costs and improvements,  computer equipment and software for enhancements to our
internet  booking  site  and our  reservation  system.  Cash  used by  investing
activities  for the  quarter  ended June 30, 1999 was  $43,303,000.  We invested
$41,378,000 in short-term  investments  comprised of government-backed  agencies
with  maturities  of one year or less.  During the quarter  ended June 30, 1999,
cash security  deposits for aircraft  totaling  $596,000 were returned to us. We
had issued to certain of our  aircraft  lessors  warrants  to  purchase  395,000
shares of our common stock at an aggregate purchase price of $2,391,600.  During
May 1999 and June 1999,  aircraft lessors exercised all of these warrants and we
received  $2,391,600.  To the  extent  that the  aircraft  lessors  were able to
realize  certain  profit margins on their  subsequent  sale of our common stock,
they were required to refund a portion of the cash  security  deposits they were
holding.  As a result of their sales of our common stock,  the lessors  returned
$486,000 in cash security deposits to us during the quarter ended June 30, 1999.
Other cash  security  deposits  were  replaced  with letters of credit and these
deposits were returned to us.  Additionally,  we secured two aircraft  delivered
during the quarter ended June 30, 1999 with letters of credit totaling $860,000.
Our restricted  investments  increased  $860,000 to collateralize the letters of
credit.  We used  $1,662,000  for  capital  expenditures  for  rotable  aircraft
components,  maintenance  equipment  and  tools,  aircraft  leasehold  costs and
improvements, and computer equipment for the quarter ended June 30, 1999.

       Cash  provided by financing  activities  for the quarters  ended June 30,
2000 and 1999 was $461,000  and  $4,535,000,  respectively.  During the quarters
ended June 30, 2000 and 1999 we received $488,000 and $4,556,000,  respectively,
from the exercise of common stock options and warrants.

       As of July 31, 2000, we lease 24 Boeing 737 type aircraft under operating
leases with expiration dates ranging from 2001 to 2006.  Under these leases,  we
were  required  to make cash  security  deposits  or issue  letters of credit to
secure  the lease  obligations.  At June 30,  2000,  we had made  cash  security
deposits and had arranged for issuance of letters of credit totaling  $7,088,000
and $7,284,000, respectively.  Accordingly, our restricted cash balance includes
$7,284,000 that collateralize the outstanding  letters of credit.  Additionally,
we make deposits for maintenance of these  aircraft.  At June 30, 2000 and 1999,
we had made maintenance deposits of $28,893,000 and $22,296,405, respectively.

                                       13
<PAGE>

       In March  2000,  we entered into an  agreement, amended in July 2000,  to
purchase up to 29 new Airbus  aircraft.  We have agreed to firm  purchases of 12
aircraft,  and have options to purchase up to an  additional  17 aircraft.  This
order  contemplates  a fleet  replacement  plan by which we will  phase  out our
Boeing 737 aircraft and replace them with a combination  of Airbus A319 and A318
aircraft.  The aggregate  additional amounts due under this purchase  commitment
and estimated amounts for buyer-furnished equipment and spare parts for both the
purchased and leased  aircraft was  approximately  $374,046,000 as of July 2000.
Under the terms of the purchase  agreement,  we are  required to make  scheduled
pre-delivery   payments.   These  payments  are   non-refundable   with  certain
exceptions. As of July 2000, the Company has made pre-delivery payments totaling
$10,837,000  to secure these  aircraft and option  aircraft.  As a complement to
this  purchase,  in April and May 2000 we signed two  agreements to lease 16 new
Airbus aircraft.  As of June 30, 2000, we have made deposits totaling $3,389,000
to secure these aircraft. Upon completion of our fleet transition, we expect our
owned and leased fleet to be comprised of approximately two-thirds A319 aircraft
and one-third A318 aircraft.  We expect to take delivery of our first  purchased
Airbus  aircraft in May 2001 and our first leased Airbus  aircraft in June 2001,
and plan to complete our fleet  transition by the end of 2004. The A319 and A318
aircraft will be configured with 132 and 114 passenger seats, respectively, with
a 32-inch seat pitch.  In order to complete  the  purchase of these  aircraft we
must secure acceptable aircraft financing. The amount of financing required will
depend on the number of aircraft  purchase options we exercise and the amount of
cash generated by operations  prior to delivery of the aircraft.  We continue to
explore various financing  alternatives,  including but not limited to, domestic
and foreign bank  financing,  public debt financing  such as enhanced  equipment
trust  certificates,  and leveraged lease  arrangements.  We expect to develop a
financing plan and implement that plan coincident with the delivery of the first
purchased  aircraft  in 2001.  While we  believe  that  such  financing  will be
available to us, there can be no assurance that financing will be available when
required,  or on acceptable  terms. The inability to secure such financing could
have a material adverse effect on us and result in delays in or our inability to
take delivery of Airbus aircraft we have agreed to purchase.

Item 3:  Quantitative and Qualitative Disclosures About Market Risk

       The risk inherent in our market risk sensitive  position is the potential
loss arising from an adverse change in the price of fuel as described below. The
sensitivity  analysis presented does not consider either the effect that such an
adverse  change may have on  overall  economic  activity  or  additional  action
management  may take to mitigate our exposure to such a change.  Actual  results
may differ from the amounts  disclosed.  At the present  time, we do not utilize
fuel price hedging  instruments to reduce our exposure to  fluctuations  in fuel
prices.

       Our  earnings are  affected by changes in the price and  availability  of
aircraft fuel. Market risk is estimated as a hypothetical 10 percent increase in
the average cost per gallon of fuel for the year ended March 31, 2000.  Based on
fiscal year 2000 actual fuel usage,  such an increase  would have resulted in an
increase to aircraft  fuel expense of  approximately  $4,442,000  in that fiscal
year.  Comparatively,  based on projected  fiscal year 2001 fuel usage,  such an
increase  would result in an increase to aircraft fuel expense of  approximately
$5,343,000  in  fiscal  year  2001.  The  increase  in  exposure  to fuel  price
fluctuations in fiscal year 2001 is due to the increase of our average  aircraft
fleet size  during the year ended March 31,  2000,  projected  increases  to our
fleet during the year ended March 31, 2001 and related gallons purchased.

       Our  average  cost per gallon of fuel for the period  ended June 30, 2000
increased  52.8% over the average cost for the quarter ended June 30, 1999.  See
"Management's  Discussion  and  Analysis of Financial  Condition  and Results of
Operations - Operating Expenses".



                                       14
<PAGE>



                           PART II. OTHER INFORMATION

Item 6:        Exhibits and Reports on Form 8-K

Exhibit
Numbers

       (a)      Exhibits

              27.1    Financial Data Schedule

       (b)      Reports on Form 8-K

              None.






                                       15
<PAGE>




                                   SIGNATURES

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

                                  FRONTIER AIRLINES, INC.


Date:  August 4, 2000             By: /s/ Steve B. Warnecke
                                      ----------------------
                                  Steve B. Warnecke, Vice President and
                                  Chief Financial Officer

Date:  August 4, 2000             By: /s/ Elissa A. Potucek
                                      ----------------------
                                  Elissa A. Potucek, Vice President, Controller,
                                  Treasurer and Principal Accounting Officer