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 September 30, 1999


[ ]      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 November 8,
1999 was 17,582,709.





<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                                      5

Item 3:  Quantitative and Qualitative Disclosures About Market Risk    15




                           PART II. OTHER INFORMATION


Item 4.  Submission of Matters to a Vote of Security Holders           16

Item 5.  Other Information                                             16

Item 6.  Exhibits and Reports on Form 8-K                              16




<PAGE>


                          PART I. FINANCIAL INFORMATION

Item 1. Financial Statements
FRONTIER AIRLINES, INC.
Condensed Balance Sheets
(Unaudited)
<TABLE>
<CAPTION>
<S>                                                                               <C>              <C>
                                                                                  September 30,       March 31,
                                                                                       1999             1999
                                                                                  ---------------  ----------------
Assets
Current assets:
    Cash and cash equivalents                                                       $ 47,683,727      $ 47,289,072
    Short-term investments                                                            33,466,704          -
    Restricted investments                                                             4,000,000         4,000,000
    Trade receivables                                                                 12,620,673        16,930,038
    Maintenance deposits                                                              16,092,758        13,018,466
    Prepaid expenses and other assets                                                  6,886,878         5,439,834
    Inventories                                                                        2,051,421         1,203,916
    Deferred tax assets                                                                  999,921         6,041,576
    Deferred lease expenses                                                              219,027           285,636
                                                                                  ---------------  ----------------
            Total current assets                                                     124,021,109        94,208,538

Security, maintenance and other deposits                                              10,854,170        11,834,457
Property and equipment, net                                                           11,687,957         8,733,778
Deferred lease and other expenses                                                        186,006           267,762
Restricted investments                                                                 6,185,760         4,575,760
                                                                                  ===============  ================
                                                                                   $ 152,935,002     $ 119,620,295
                                                                                  ===============  ================

Liabilities and Stockholders' Equity
Current liabilities:
    Accounts payable                                                                $ 13,979,947      $ 14,011,238
    Air traffic liability                                                             32,191,368        28,887,692
    Other accrued expenses                                                            14,611,403        10,781,509
    Accrued maintenance expense                                                       19,480,769        14,933,568
    Current portion of obligations under capital leases                                  107,261           106,833
                                                                                  ---------------  ----------------
            Total current liabilities                                                 80,370,748        68,720,840

Accrued maintenance expense                                                            5,575,898         6,042,958
Deferred tax liability                                                                    30,928            30,928
Obligations under capital leases, excluding current portion                              382,167           434,920
                                                                                  ---------------  ----------------
            Total liabilities                                                         86,359,741        75,229,646
                                                                                  ---------------  ----------------

Stockholders' equity
    Preferred stock, no par value, authorized 1,000,000 shares;
        none issued and outstanding                                                     -                 -
    Common stock, no par value, stated value of $.001 per share,
        authorized 40,000,000 shares; 17,582,209 and 16,141,172 shares
        issued and outstanding at September 30, 1999 and March 31, 1999                   17,582            16,141
    Additional paid-in capital                                                        63,201,482        58,054,844
    Unearned ESOP shares                                                                (203,125)         (609,375)
    Retained earnings (accumulated deficit)                                            3,559,322       (13,070,961)
                                                                                  ---------------  ----------------
            Total stockholders' equity                                                66,575,261        44,390,649
                                                                                  ---------------  ----------------
                                                                                   $ 152,935,002     $ 119,620,295
                                                                                  ===============  ================
See accompanying notes to financial statements.
</TABLE>




                                       1
<PAGE>







FRONTIER AIRLINES, INC.
Statements of Income
(Unaudited)
<TABLE>
<CAPTION>
<S>                                            <C>              <C>               <C>              <C>

                                                       Three Months Ended                 Six Months Ended
                                               September 30,     September 30,    September 30,     September 30,
                                                    1999             1998              1999             1998
                                               ---------------  ----------------  ---------------  ----------------
Revenues:
    Passenger                                    $ 83,412,784      $ 55,502,301    $ 159,387,697      $ 97,062,888
    Cargo                                           1,477,492           967,071        2,918,576         1,971,819
    Other                                             562,989           383,541        1,033,189           705,759
                                               ---------------  ----------------  ---------------  ----------------

            Total revenues                         85,453,265        56,852,913      163,339,462        99,740,466
                                               ---------------  ----------------  ---------------  ----------------

Operating expenses:
    Flight operations                              30,376,247        18,778,648       56,260,630        36,632,354
    Aircraft and traffic servicing                 11,914,874         8,453,991       22,620,604        15,591,813
    Maintenance                                    12,347,293         9,410,480       25,897,545        18,138,348
    Promotion and sales                            12,646,049         8,296,433       24,476,968        15,422,893
    General and administrative                      4,170,915         1,758,020        7,858,538         3,036,579
    Depreciation and amortization                     633,441           377,525        1,207,652           715,974
                                               ---------------  ----------------  ---------------  ----------------

            Total operating expenses               72,088,819        47,075,097      138,321,937        89,537,961
                                               ---------------  ----------------  ---------------  ----------------

            Operating income                       13,364,446         9,777,816       25,017,525        10,202,505
                                               ---------------  ----------------  ---------------  ----------------

Nonoperating income (expense):
    Interest income                                 1,122,479           344,403        1,947,122           619,972
    Interest expense                                  (26,115)         (217,842)         (48,016)         (458,081)
    Other, net                                        136,587           (34,819)          15,021          (61,129)
                                               ---------------  ----------------  ---------------  ----------------

            Total nonoperating income, net          1,232,951            91,742        1,914,127           100,762
                                               ---------------  ----------------  ---------------  ----------------

Income before income tax expense                   14,597,397         9,869,558       26,931,652        10,303,267

Income tax expense                                  5,583,517                 -       10,301,369                 -

                                               ===============  ================  ===============  ================
Net income                                        $ 9,013,880       $ 9,869,558     $ 16,630,283      $ 10,303,267
                                               ===============  ================  ===============  ================

Earnings per share:
            Basic                                   $    0.52         $    0.71        $    0.98         $    0.78
                                               ===============  ================  ===============  ================
            Diluted                                 $    0.47         $    0.64        $    0.89         $    0.71
                                               ===============  ================  ===============  ================

Weighted average shares of
  common stock outstanding
            Basic                                  17,452,641        13,955,031       16,998,582        13,238,367
                                               ===============  ================  ===============  ================
            Diluted                                19,090,549        15,354,381       18,637,440        14,483,683
                                               ===============  ================  ===============  ================

See accompanying notes to financial statements.
</TABLE>




                                       2
<PAGE>



FRONTIER AIRLINES, INC.
Condensed Statements of Cash Flows
For the Six Months Ended September 30, 1999 and 1998
(Unaudited)
<TABLE>
<CAPTION>
<S>                                                                               <C>              <C>

                                                                                       1999             1998
                                                                                  ---------------  ----------------
Cash flows from operating activities:
    Net income                                                                      $ 16,630,283      $ 10,303,267
    Adjustments to reconcile net income to net cash
        provided by operating activities:
            Employee stock option plan compensation expense                              406,250           322,875
            Depreciation and amortization                                              1,356,016         1,438,249
            Loss on sale of equipment                                                   -                    6,793
            Deferred tax expense                                                       5,041,655          -
            Changes in operating assets and liabilities:
                Restricted investments                                                  -                 (819,354)
                Trade receivables                                                      4,309,365         2,075,169
                Security, maintenance and other deposits                              (3,927,921)       (4,228,192)
                Prepaid expenses and other assets                                     (1,447,044)       (1,639,725)
                Inventories                                                             (847,505)           78,010
                Accounts payable                                                         (31,291)       (2,895,972)
                Air traffic liability                                                  3,303,676          (608,327)
                Other accrued expenses                                                 3,829,894           704,576
                Accrued maintenance expense                                            4,080,141         3,495,732
                                                                                  ---------------  ----------------
                     Net cash provided by operating activities                        32,703,519         8,233,101
                                                                                  ---------------  ----------------

Cash flows used by investing activities:
    Increase in short-term investments                                               (33,466,704)         -
    Aircraft lease deposits refunded (paid)                                            1,833,916          (284,000)
    Increase in restricted investments                                                (1,610,000)         -
    Capital expenditures                                                              (4,161,830)       (1,259,468)
                                                                                  ---------------  ----------------
                     Net cash used by investing activities                           (37,404,618)       (1,543,468)
                                                                                  ---------------  ----------------

Cash flows from financing activities:
    Net proceeds from issuance of common stock                                         5,148,079        13,395,477
    Proceeds from short-term borrowings                                                 -                  179,664
    Principal payments on short-term borrowings                                         -                  (58,778)
    Principal payments on obligations under capital leases                               (52,325)          (23,793)
                                                                                  ---------------  ----------------
                    Net cash provided by financing activities                          5,095,754        13,492,570
                                                                                  ---------------  ----------------

                    Net increase in cash and cash equivalents                            394,655        20,182,203

Cash and cash equivalents, beginning of period                                        47,289,072         3,641,395
                                                                                  ---------------  ----------------

Cash and cash equivalents, end of period                                            $ 47,683,727      $ 23,823,598
                                                                                  ===============  ================

See accompanying notes to financial statements.

</TABLE>

                                       3
<PAGE>





FRONTIER AIRLINES, INC.
Notes to Financial Statements
September 30, 1999


(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 1999 Annual
     Report  on  Form  10-K.  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
     six months ended September 30, 1999 are not  necessarily  indicative of the
     results that will be realized for the full year.

(2)  Income Tax Expense

     Income tax expense for the three and six months  ended  September  30, 1999
     consists of:

                                          Three months         Six months
                                             ended               ended
                                        -----------------   -----------------

             Current expense                   -                   5,259,714
             Deferred expense                  5,583,517           5,041,655
                                        =================   =================
                                               5,583,517          10,301,369
                                        =================   =================






                                       4
<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;  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  1999  Form 10-K as they may be modified by the disclosures contained in
this report.

General

       We are a  scheduled  airline  based in  Denver,  Colorado.  We  currently
operate  routes  linking our Denver hub to 20 cities in 17 states  spanning  the
nation  from  coast to coast.  At  present,  we use up to eight  gates at Denver
International  Airport ("DIA") for  approximately 94 daily flight departures and
arrivals.  During the six months ended  September 30, 1999,  we added  Portland,
Oregon to our route system on June 14, 1999 and Orlando, Florida on September 9,
1999,  respectively,  and added  frequencies to certain markets.  On November 4,
1999 we added an  additional  daily  nonstop  flight  to  Orlando,  Florida.  On
November 1, 1998, we initiated  complimentary  shuttle service between  Boulder,
Colorado and DIA.

       Organized in February 1994, we commenced flight  operations as a regional
carrier in July 1994 with two leased Boeing  737-200 jet aircraft.  We currently
operate 19 leased jets as of November 8, 1999,  including 6 Boeing  737-200s and
13 larger Boeing 737-300s.

       As a result of the  expansion  of our  operations  during  the six months
ended  September  30,  1999,  our  results  of  operations  are not  necessarily
indicative of future  operating  results or comparable to the prior period ended
September 30, 1998.

       Small  fluctuations  in  our  yield  per  RPM  or  expense  per  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  $16,630,000  or 89(cent) per diluted  share for the
six months ended  September 30, 1999 as compared to net income of $10,303,000 or
71(cent) per diluted  share for the six months ended  September 30, 1998. We had
net income of  $9,014,000  or 47(cent)  per diluted  share for the three  months
ended September 30, 1999 as compared to net income of $9,870,000 or 64(cent) per
diluted share for the three months ended  September  30, 1998.  During the three
and six months  ended  September  30, 1999,  we reported a provision  for income
taxes which  totaled  $5,584,000  and  $10,301,000  or 29(cent) and 55(cent) per
diluted share, respectively. During the three and six months ended September 30,
1998, we had the benefit of tax loss  carryforwards  that offset tax expense for
the period. During the three and six months ended September 30, 1999 as compared
to the prior  comparable  periods,  we  experienced  higher fares as a result of

                                       5
<PAGE>

increases in business  travelers and a general increase in fare levels. Our cost
per ASM increased to 8.06(cent)  during the six months ended  September 30, 1999
from 7.76(cent) for the prior  comparable  period  principally as a result of an
unanticipated engine repair expense due to a premature failure,  which accounted
for .08(cent) of expense per ASM, our accrual for potential employee performance
bonuses,  which  accounted  for  .11(cent)  of expense  per ASM,  and an overall
increase in the cost of fuel which accounted for .13(cent) per ASM.

       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 six months  ended
September  30,  1999,  our  break-even  load  factor was 52.4%  compared  to the
passenger load factor achieved of 63.0%.  For the six months ended September 30,
1998,  our break-even  load factor was 56.2% compared to the achieved  passenger
load  factor of 62.9%.  Our  break-even  load  factor  decreased  from the prior
comparable period largely as a result of an increase in our average fare to $131
during the six months ended  September  30, 1999 from $117 during the six months
ended  September  30,  1998,  an  increase  in our  total  yield  per  RPM  from
13.75(cent)  for the six months ended  September 30, 1998 to 15.10(cent) for the
six months ended September 30, 1999 offset by an increase in our expense per ASM
to 8.06(cent)  for the six months ended  September 30, 1999 from  7.76(cent) for
the six months ended September 30, 1998.

       The  following  table sets forth certain of our quarterly  financial  and
operating data for the 15 months of operations ended September 30, 1999.

<TABLE>
<CAPTION>
<S>                             <C>               <C>               <C>              <C>             <C>

                                                      Selected Financial and Operating Data


                                                                   Quarter Ended
                                ----------------------------------------------------------------------------------

                                September 30,     December 31,       March 31,         June 30,      September 30,
                                    1998              1998             1999              1999            1999

Passenger revenue (1)             $55,502,000      $49,113,000      $68,135,000      $75,975,000      $83,413,000
Revenue passengers carried            420,000          373,000          503,000          553,000          617,000
Revenue passenger
    miles (RPMs)(2)               387,810,000      338,691,000      442,541,000      506,247,000      575,476,000
Available seat miles
  (ASMs)(3)                       609,111,000      632,754,000      751,081,000      815,961,000      900,524,000
Passenger load factor (4)               63.7%            53.5%            58.9%            62.0%            63.9%
Break-even load factor (5)              52.3%            50.8%            48.3%            52.0%            52.7%
Block hours (6)                        12,543           13,325           15,666           16,785           17,987
Average daily block hour
  utilization (7)                       10.27             9.57            10.24            10.80            10.80
Yield per RPM (cents) (8)               14.31            14.50            15.40            15.01            14.49
Total yield per RPM (cents) (9)         14.66            14.97            15.86            15.38            14.85
Total yield per ASM (cents) (10)         9.33             8.01             9.34             9.55             9.49
Expense per ASM (cents)                  7.73             7.66             7.71             8.12             8.01
Expense per ASM (excluding               6.81             6.73             6.91             7.14             6.83
  fuel) (cents)
Passenger revenue per
  block hour                        $4,424.94        $3,685.78        $4,349.23        $4,526.36        $4,637.40
Average fare (11)                        $125             $124             $131             $133             $130
Average aircraft in service              14.0             14.4             17.0             18.0             19.1
EBITDAR (12)                      $17,713,000      $10,886,132      $21,923,000      $22,479,000      $25,779,000
EBITDAR as a % of revenue               31.2%            21.5%            31.2%            28.9%            30.2%
Operating income                   $9,778,000       $2,243,000      $12,234,000      $11,653,000      $13,364,000
Net income                         $9,870,000       $2,460,000      $17,802,000       $7,616,000       $9,014,000
</TABLE>

                                       6
<PAGE>

(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 total 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.


       The  following  table  provides  our  operating   revenues  and  expenses
expressed as cents per total available seat miles ("ASM") and as a percentage of
total  operating  revenues,  as  rounded,  for the  three and six  months  ended
September 30, 1999 and 1998.
<TABLE>
<CAPTION>
<S>                           <C>        <C>         <C>       <C>         <C>        <C>         <C>       <C>
                              For the three months ended September 30,     For the six months ended September 30,
                                     1999                  1998                   1999                  1998
                              --------------------  --------------------  --------------------  --------------------
                                Per         %         Per         %          Per         %         Per         %
                               total        of       total        of        total       of        total       of
                                ASM      Revenue      ASM      Revenue       ASM      Revenue      ASM      Revenue
Revenues:
    Passenger                     9.26      97.6%       9.11      97.6%        9.29     97.6%        8.41     97.3%
    Cargo                         0.16       1.7%       0.16       1.7%        0.17      1.8%        0.17      2.0%
    Other                         0.06       0.7%       0.06       0.7%        0.06      0.6%        0.06      0.7%
                              =========  =========  =========  =========  ==========  ========  ==========  ========
Total revenues                    9.48     100.0%       9.33     100.0%        9.52    100.0%        8.64    100.0%
                              =========  =========  =========  =========  ==========  ========  ==========  ========

Operating expenses:
    Flight operations             3.37      35.6%       3.08      33.0%        3.28     34.4%        3.18     36.7%
    Aircraft and traffic
    servicing                     1.32      13.9%       1.39      14.9%        1.32     13.9%        1.35     15.6%
    Maintenance                   1.37      14.5%       1.55      16.5%        1.51     15.9%        1.57     18.2%
    Promotion and sales           1.41      14.8%       1.36      14.6%        1.42     15.0%        1.34     15.5%
    General and adminstrative     0.47       4.9%       0.29       3.1%        0.46      4.8%        0.26      3.0%
    Depreciation and
      amortization                0.07       0.7%       0.06       0.7%        0.07      0.7%        0.06      0.7%
                              =========  =========  =========  =========  ==========  ========  ==========  ========
Total operating expenses          8.01      84.4%       7.73      82.9%        8.06     84.7%        7.76     89.7%
                              =========  =========  =========  =========  ==========  ========  ==========  ========

Total ASMs (000s)              900,524               609,111              1,716,485             1,153,668
</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 will 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.


                                       7
<PAGE>


       Our average fare for the six months ended September 30, 1999 and 1998 was
$131 and $117,  respectively.  We believe  that the increase in the average fare
during the six months ended September 30, 1999 over the prior comparable periods
was largely a result of our focus on increasing the number of business travelers
and a general increase in fare levels. Additionally, during the six months ended
September 30, 1998, we honored certain  Western Pacific  Airlines flight coupons
at a  significantly  reduced  fare,  which  depressed  the average  fare for the
period.  Western Pacific Airlines operated out of DIA until it ceased operations
on February 4, 1998.  Our average fare for the three months ended  September 30,
1999 was $130  compared to $125 for the three months ended  September  30, 1998.
During the three months ended September 30, 1998, we experienced  higher average
fares in certain of our markets as a result of accommodating  Northwest Airlines
passengers  during that  carrier's  pilot strike  during a portion of August and
September 1998.

       Passenger Revenues.  Passenger revenues totaled  $159,388,000 for the six
months ended September 30, 1999 compared to $97,063,000 for the six months ended
September  30, 1998, or an increase of 64.2%.  The number of revenue  passengers
carried was  1,170,000  for the six months ended  September 30, 1999 compared to
788,000 for the six months ended  September 30, 1998 or an increase of 48.5%. We
had an  average  of 18.5  aircraft  in our fleet  during  the six  months  ended
September 30, 1999  compared to an average of 14 aircraft  during the six months
ended  September  30,  1998,  an increase  of 32.1%,  and an increase in ASMs of
562,817,000  or 48.8%.  RPMs for the six months  ended  September  30, 1999 were
1,081,723,000  compared to  725,369,000  for the six months ended  September 30,
1998,  an  increase  of 49.1%.  We  believe  that our  passenger  revenues  were
adversely  effected by late deliveries of aircraft during the three months ended
September 30, 1999.

       Cargo  revenues,  consisting  of revenues  from freight and mail service,
totaled  $2,919,000 and  $1,972,000 for the six months ended  September 30, 1999
and  1998,  respectively,  representing  1.8% and  2.0%,  respectively  of total
operating  revenues  and an increase  of 48.0%.  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  $1,033,000 and $706,000,  or .6% and .7%
of total  operating  revenues  for the six months ended  September  30, 1999 and
1998, respectively, and an increase of 46.4%

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
$138,322,000  and  $89,538,000  for the six months ended  September 30, 1999 and
1998 and  represented  84.7%  and  89.7%  of  revenue,  respectively.  Operating
expenses  decreased  as a  percentage  of revenue  during  the six months  ended
September  30,  1999 as a result of the 64.2%  increase  in  passenger  revenues
attributable  to a 48.5%  increase in  passengers  and an 12.0%  increase in the
average  fare  offset  by an  increase  in the cost of fuel and an  accrual  for
potential employee performance  bonuses.  Total operating expenses for the three
months ended  September 30, 1999 and 1998 were  $72,089,000  and $47,075,000 and
represented  84.4%  and  82.8%  of  revenue,  respectively.  Operating  expenses
increased as a percentage of revenue during the three months ended September 30,
1999  principally as a result of an increase in the cost of fuel and the accrual
for potential employee performance bonuses.

       Flight  Operations.   Flight  operations   expenses  of  $56,261,000  and
$36,632,000  were  34.4% and 36.7% of total  revenue  for the six  months  ended
September  30,  1999 and  1998,  respectively.  Flight  operations  expenses  of
$30,376,000 and $18,779,000  were 35.6% and 33.0% of total revenue for the three
months  ended  September  30,  1999 and 1998,  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.



                                       8
<PAGE>

       Aircraft  fuel expenses  include both the direct cost of fuel,  including
taxes, as well as the cost of delivering  fuel into the aircraft.  Aircraft fuel
expense  of  $18,512,000  for  27,404,000   gallons  used  and  $10,807,000  for
18,621,000  gallons  used  resulted in an average  fuel cost of  67.6(cent)  and
58.0(cent)  per gallon,  for the six months ended  September  30, 1999 and 1998,
respectively.  Aircraft fuel expense represented 32.9% and 29.5% of total flight
operations expenses or 11.3% and 10.8% of total revenue for the six months ended
September 30, 1999 and 1998, respectively.  Aircraft fuel expense of $10,557,000
for 14,275,000  gallons used and $5,617,000 for 9,954,000  gallons used resulted
in an average fuel expense of 74.0(cent) and 56.4(cent) per gallon for the three
months ended  September  30, 1999 and 1998,  respectively.  Aircraft  fuel costs
represented  34.8% and 29.9% of total flight  operations  expenses for the three
months ended  September  30, 1999 and 1998,  respectively,  or 12.4% and 9.9% of
total  revenue.  The average fuel cost per gallon  increased  for the six months
ended  September  30, 1999 from the  comparable  prior  period due to an overall
increase in the cost of fuel.  Fuel prices are subject to change weekly as we do
not purchase  supplies in advance for inventory.  Fuel  consumption  for the six
months ended  September 30, 1999 and 1998 averaged 788 and 782 gallons per block
hour, respectively.  Fuel consumption increased over the prior comparable period
because of increased flap speed settings mandated by the FAA which required more
fuel to  maintain  air speed at normal  operating  levels as well as the need to
carry  additional  fuel  because of  increased  storm  activity,  offset by fuel
efficiencies with the increase in more fuel efficient aircraft.  The requirement
for increased  flap speed settings will be lifted when a fleet  modification  is
completed, which is required to be completed by August 1, 2000.

       Aircraft lease expenses totaled  $22,019,000 (13.5% of total revenue) and
$15,181,000 (15.2% of total revenue) for the six months ended September 30, 1999
and 1998,  respectively,  or an increase of 45%.  The increase is largely due to
higher lease expenses for larger Boeing 737-300  aircraft added to the fleet and
an increase in the average number of aircraft to 18.5 from 14, or 32.1%, for the
six months ended September 30, 1999 and 1998, respectively.

       Aircraft insurance expenses totaled $1,317,000 (.8% of total revenue) for
the six months ended September 30, 1999. Aircraft insurance expenses for the six
months  ended  September  30,  1998  were  $1,235,000  (1.2% of total  revenue).
Aircraft  insurance  expenses  were  .12(cent) and .17(cent) per RPM for the six
months  ended  September  30, 1999 and 1998,  respectively.  Aircraft  insurance
expenses  decreased per RPM as a result of  competitive  pricing in the aircraft
insurance  industry,  our  favorable  experience  rating  since we began  flight
operations  in July 1994 and  economies  of scale due to the  increase  in fleet
size.

       Pilot and flight  attendant  salaries  before  payroll taxes and benefits
totaled $7,230,000 and $4,787,000 or 4.5% and 4.9% of passenger revenue for each
of the six months  ended  September  30,  1999 and 1998,  or an increase of 51%.
Pilot and flight attendant  compensation  increased principally as a result of a
32.1% increase in the average  number of aircraft in service,  general wage rate
increases,  and an  increase  of 46.1% 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 flight catering and fuel expenses the principal exceptions.

       Aircraft and Traffic  Servicing.  Aircraft and traffic servicing expenses
were $22,621,000 and $15,292,000 (an increase of 45.1%) for the six months ended
September 30, 1999 and 1998,  respectively,  and represented  13.9% and 15.6% of
total  revenue.  Aircraft and traffic  servicing  expenses  include all expenses
incurred at airports  served by us 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 six months ended
September  30,  1999 we served 20 cities  compared  to 15 cities  during the six
months ended  September 30, 1998, or an increase of 33.3%.  Aircraft and traffic
servicing expenses were $1,381 and $1,324 per departure for the six months ended
September 30, 1999 and 1998, respectively, or an increase of $57. During the six
months ended  September 30, 1998, an additional DIA revenue credit above amounts
estimated and accrued,  totaling  $371,000 for the calendar year ended  December
31, 1997, was recorded which approximated $32 per departure. After adjusting the
cost per departure for this credit for the six months ended  September 30, 1998,
the cost per departure would have been $1,356 and the cost per departure for the
six months  ended  September  30, 1999 would have been a $25  increase  over the
prior comparable period.  Aircraft and traffic servicing expenses increased as a
result of a drop in the completion factor for the six months ended September 30,
1999 to 98.9%  from  99.2%  for the six  months  ended  September  30,  1998 and
expenses associated with the Boulder, Colorado-DIA shuttle bus service, which is
complimentary  to our passengers.  The increase in aircraft and traffic expenses
was offset by savings as a result of conducting our own ground operations at DIA
beginning  September 1, 1998, rather than having them performed by a third party
contractor.


                                       9
<PAGE>

       Maintenance.  Maintenance  expenses  of  $25,898,000 and $18,138,000 were
15.9% and 18.2% of total revenue for the six months ended September 30, 1999 and
1998, 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  engine  overhauls  and  heavy
maintenance  check expense is accrued  monthly.  Maintenance cost per block hour
was $745 and $762 per block hour for the six months ended September 30, 1999 and
1998, respectively.  During the six months ended September 30, 1999, we incurred
an  unanticipated  engine  repair  expense  as a result of a  premature  failure
totaling  $1,340,000.  Maintenance  cost per  block  hour  would  have been $706
excluding  this engine  repair  expense,  and we would have  experienced  a 7.4%
decrease in the cost per block hour. Also, during the six months ended September
30,  1999 we  incurred  higher than usual  borrowed  parts fees.  During the six
months  ended  September  30,  1999  these  fees were  approximately  $1,118,000
compared to $146,000  during the six months ended September 30, 1998.  We are in
the process of  increasing  our spare parts  inventory  in an effort to mitigate
this expense in the future.  During the six months ended  September  30, 1998 we
were outsourcing  certain  aircraft heavy  maintenance  checks.  Effective March
1999, we began to conduct the majority of these checks  in-house which we expect
will continue to reduce  maintenance  expenses in future periods.  Additionally,
maintenance  costs per block  hour have  decreased  as certain  fixed  costs are
spread over a larger fleet.

       Promotion and Sales. Promotion and sales expenses totaled $24,477,000 and
$15,423,000 and were 15.0% and 15.5% of total revenue  for the six months  ended
September 30, 1999 and 1998,  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.

       During the six months  ended  September  30,  1999,  promotion  and sales
expenses per passenger  increased to $20.92 from $19.56 for the six months ended
September 30, 1998.  Promotion and sales expenses  increased largely as a result
of increases in travel agency  commissions  and credit card fees associated with
the increase in our average  fare from $117 for the six months  ended  September
30, 1998 to $131 for the six months ended September 30, 1999. We had an increase
in computer  reservations  costs  associated  with the  expansion  of our travel
agency electronic ticketing capabilities,  an increase in reservation costs as a
result of outsourcing more of our reservation requirements, offset by a decrease
in  advertising  costs per  passenger.  We are hopeful that this  expansion  for
travel agent electronic ticketing capability will increase travel agency sales.

       General and Administrative.  General and administrative  expenses for the
six months ended September 30, 1999 and 1998 totaled  $7,859,000 and $3,037,000.
General and  administrative  expenses include the wages and benefits for several
of our executive officers and various other  administrative  personnel including
legal,  accounting,  MIS, aircraft procurement,  corporate  communications,  and
human resources and other expenses  associated with these departments.  Employee
health  benefits,  accrued  vacation and bonus expenses,  and general  insurance
expenses are also included in general and administrative  expenses.  Included in
general and administrative  expenses for the six months ended September 30, 1999
was an accrual of $1,875,000 for potential employee performance bonuses. We also
experienced  increases in our human resources and MIS expenses as a result of an
increase  in  employees   from   approximately   1,124  in  September   1998  to
approximately  1,763 in September  1999.  In addition to the usual  increases in
crew and station  personnel  associated with additional  aircraft and cities, we
had  significant  increases  in  maintenance  personnel  as a result of bringing
certain heavy maintenance  checks in-house which began in March 1999. Because of
the increase in personnel,  our health  insurance  benefit  expenses and accrued
vacation expense increased accordingly.

       Depreciation and Amortization.  Depreciation and amortization expenses of
$1,208,000  and $716,000  were  approximately  .7% of total  revenue for the six
months ended September 30, 1999 and 1998. These expenses include depreciation of
office  equipment,  ground  station  equipment,  and other  fixed  assets of the
Company.

       Nonoperating Income (Expense). Net nonoperating income totaled $1,914,000
for the six months  ended  September  30, 1999  compared to $101,000 for the six
months ended  September 30, 1998.  Interest  income  increased  from $620,000 to
$1,947,000  during the six months ended September 30, 1999 from the prior period
due to an increase in cash  balances as a result of an increase in cash provided
by operating  activities  and proceeds from stock option and warrant  exercises.
Interest expense  decreased to $48,000 from $458,000 during the six months ended
September 30, 1999 from the prior period.  In December 1997, we sold  $5,000,000
of 10% senior notes. In connection with this transaction,  we issued warrants to
purchase  1,750,000 shares of Common Stock to the lender.  Interest expense paid
in cash and the accretion of the warrants and deferred loan expenses  associated
with the senior  secured  notes  totaled  $380,000  during the six months  ended
September 30, 1998. In January 1999, we paid the note in full.



                                       10
<PAGE>

       Income Tax Expense:  We accrued  income taxes of $10,301,000 at 38.25% of
pre-tax  income during the six months ended  September 30, 1999.  During the six
months ended  September 30, 1998,  we had the benefit of tax loss  carryforwards
that offset tax expense for the period.

       Expenses per ASM. Our expenses per ASM for the six months ended September
30, 1999 and 1998 were 8.06(cent) and 7.76(cent),  respectively,  or an increase
of 3.9%.  Our cost per ASM increased  during the six months ended  September 30,
1999 principally as a result of an unanticipated  engine repair expense due to a
premature  failure which accounted for .08(cent) of expense per ASM, our accrual
for potential  employee  performance  bonuses,  which accounted for .11(cent) of
expenses  per ASM, and an overall  increase in the cost of fuel which  accounted
for  .13(cent)  per ASM. Our expense per ASM for the six months ended  September
30, 1999 adjusted for these items would have been  7.74(cent).  Expenses per ASM
excluding  fuel for the six  months  ended  September  30,  1999  and 1998  were
6.98(cent) and 6.82(cent), respectively, or an increase of 2.3%.

Liquidity and Capital Resources

       Our balance sheet  reflected  cash and cash  equivalents  and  short-term
investments of $81,150,000  and  $47,289,000 at September 30, 1999 and March 31,
1999,   respectively.   At  September  30,  1999,   total  current  assets  were
$124,021,000  and total  current  liabilities  were  $80,371,000,  resulting  in
working  capital of  $43,650,000.  At March 31, 1999,  total current assets were
$94,209,000 and total current liabilities were $68,721,000, resulting in working
capital of $25,488,000.  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 six months  ended  September  30,
1999.

       Cash provided by operating  activities for the six months ended September
30, 1999 was $32,704,000. This is attributable to our net income for the period,
the  utilization  of  deferred  tax  assets,  decreases  in  trade  receivables,
increases in our air traffic  liability,  other  accrued  expenses,  and accrued
maintenance  expenses,  offset by increases in security,  maintenance  and other
deposits,   prepaid  expenses  and  inventories.   Cash  provided  by  operating
activities for the six months ended September 30, 1998 was $8,233,000.  This was
attributable to our net income for the period,  a decrease in trade  receivables
and increases in other accrued expenses and accrued maintenance expenses, offset
by increases in security,  maintenance  and other deposits and prepaid  expenses
and other assets, and decreases in accounts payable and air traffic liability.

       Cash used in investing  activities for the six months ended September 30,
1999 was $37,405,000. We invested $33,467,000 in short-term investments,  net of
maturities,  comprised of government-backed agencies with maturities of one year
or less.  During the six months ended September 30, 1999, cash security deposits
for aircraft  totaling  $1,834,000 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, $1,024,000 in cash security deposits were returned to
us during the six months ended September 30, 1999. Other cash security  deposits
were replaced with letters of credit and these  deposits were returned to us. We
also received  $500,000 in cash security  deposits for aircraft  returned to the
lessor during the six months ended September 30, 1999. Additionally,  we secured
five  aircraft  delivered  during the six months ended  September  30, 1999 with
letters of credit  totaling  $1,610,000.  Our restricted  investments  increased
$1,610,000  to  collateralize  the  letters of credit.  We used  $4,162,000  for
capital expenditures for rotable aircraft components,  maintenance equipment and
tools, aircraft leasehold costs and improvements,  and computer equipment during
the six months ended September 30, 1999.  Cash used in investing  activities for
the six months ended September 30, 1998 was  $1,543,000.  We used $1,259,000 for
capital expenditures for ground handling equipment,  rotable aircraft components
and  aircraft  leasehold  costs and  improvements.  We used cash of $284,000 for
initial lease  acquisition  security deposits for a Boeing 737-200 aircraft that
was delivered in October 1998.



                                       11
<PAGE>

       Cash provided by financing  activities for the six months ended September
30, 1999 and 1998 was $5,096,000 and $13,493,000,  respectively.  During the six
months ended  September  30, 1999, we received  $5,148,000  from the exercise of
Common Stock  options and  warrants.  During the six months ended  September 30,
1998, we sold 4,363,001  shares of its common stock through a private  placement
to an institutional investor. We received gross proceeds from the transaction of
approximately  $14,180,000,  of which we received net proceeds of  approximately
$13,677,000.  We issued a warrant to this investor to purchase 716,929 shares of
our Common  Stock of us at a purchase  price of $3.75 per  share.  This  warrant
expires in April 2002.

       We  operate 19 Boeing  737 type  aircraft  under  operating  leases  with
expiration dates ranging from 2000 to 2006. Under these leases, we were required
to make cash  security  deposits or issue  letters of credit to secure the lease
obligations.  At September 30, 1999, we had made cash security  deposits and had
outstanding letters of credit totaling $3,715,000 and $5,254,000,  respectively.
Our  restricted  cash  balance  includes   $5,254,000  that  collateralizes  the
outstanding letters of credit. Additionally, we make deposits for maintenance of
these  aircraft.   At  September  30,  1999,  we  had  maintenance  deposits  of
$22,605,000.

       In October  1999,  we signed a letter of intent to purchase 11 new Airbus
aircraft,  with options to purchase an additional nine new Airbus 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.  As of November 8, 1999, we have made deposits totaling  $2,550,000 to
secure these  aircraft.  As a complement to this purchase,  in November 1999, we
signed two letters of intent to lease 16 new Airbus aircraft. When combined with
the purchase  agreement and upon completion of our fleet  transition,  we expect
our  fleet  to be  comprised  of  approximately  two-thirds  A319  aircraft  and
one-third A318 aircraft. We expect to take delivery of our first Airbus aircraft
during  the  latter  part of  calendar  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. We
believe that operating  newer Airbus  aircraft will result in  significant  cost
savings and an  improved  product for our  customers.  In order to complete  the
purchase  of the  Airbus  aircraft,  it  will  be  necessary  for  us to  secure
acceptable  aircraft  financing.  While we believe that such  financing  will be
available to us, there can be no assurance  that the same will be available when
required,  or on acceptable  terms. The inability to secure such financing could
have a material adverse effect on us.

       In November  1998,  our pilots voted to be  represented by an independent
union,  the  Frontier  Airlines  Pilots  Association.   In  September  1999  our
dispatchers elected to be represented by the Transport Workers Union of America.
The  resulting  impact of these unions on labor costs is unknown at this time as
the first bargaining agreements have not been negotiated.

       We are exploring  various means to increase revenues and reduce expenses.
We have added  electronic  ticketing  capabilities  for travel agencies which we
anticipate  will increase travel agency sales. We have performed ad hoc charters
and will consider them in the future depending on the availability of our fleet.
We are considering revenue enhancement initiatives with new marketing alliances.
We began our own ground handling  operations at DIA effective September 1, 1998,
a function  that had  previously  been  provided by an  independent  contractor.
Ground  handling  equipment  required to perform these  operations  necessitated
capital  expenditures  of  approximately  $800,000.  Effective March 1, 1999, we
began to conduct  certain  aircraft heavy  maintenance  checks  in-house that we
expect will reduce maintenance expenses. Effective November 5, we reduced travel
agency  commissions  from  8% to 5% in  response  to  our  competitors.  Another
potential  expense  reduction  program  includes the installation of an upgraded
flight  operations,  maintenance,  and parts  inventory  management  information
system which we expect will be fully  operational  by the end of the fiscal year
ending March 31, 2000.

       We  currently  sublease from Continental  Airlines, on a preferential-use
basis,  four  departure  gates on Concourse A at DIA. In addition,  we use, on a
non-preferential  use basis, another three gates under the direct control of the
City and County of Denver  ("CCD").  Our sublease  with  Continental  expires on
February 29, 2000, as does Continental's lease with CCD for these four gates and
an additional six gates it leases on Concourse A.  Continental  has an option to
renew its lease for five years and reduce its lease  obligation  to three  gates
and related space.  United  Airlines,  which  occupies all of DIA's  Concourse B
gates,  has a right of first  refusal  on any of the ten  Continental  gates for


                                       12
<PAGE>

which  Continental  does not renew its lease,  and has stated its  intention  to
occupy  at least  eight  gates on  Concourse  A.  Continental's  lease and lease
renewal  option for gates on  Concourse  A, as well as  United's  right of first
refusal on Continental's Concourse A gates, are provided for in a 1995 agreement
between CCD, Continental and United (the "1995 Agreement"). We have requested of
CCD a lease,  effective March 1, 2000, for the four gates we currently  sublease
from  Continental and an additional  five gates  contiguous to those we now use.
However,  our request is  contingent  upon the  implementation  of a rate making
methodology  for DIA terminal  facilities  that  remedies what we consider to be
unfair and discriminatory aspects of the current methodology,  as established by
the  1995  Agreement.   Under  the  present   methodology  costs  related  to  a
non-functioning  Concourse A automated  baggage system and associated  equipment
and space  ("AABS") are  allocated  exclusively  to Concourse A, causing  rental
rates on Concourse A to be higher than those on DIA's  Concourse C. Our sublease
for Concourse A gates with Continental, which expires in February 2000, provides
that Continental  pays, on our behalf,  a significant  portion of the AABS costs
that would otherwise be payable by us under the current rate-making methodology.

       CCD  has  indicated that it is considering  alternative means of treating
AABS costs upon  expiration of the  Continental  lease in February 2000. CCD and
the signatory airlines at DIA, including us, are discussing  possible changes to
the rate-making methodology to deal with the AABS costs, although CCD has stated
that  absent  an  agreement  with a  majority-in-interest  of the DIA  signatory
airlines, CCD will unilaterally impose a solution to the issue. Unless the issue
is  resolved  by  agreement  of all or at least a majority  in  interest  of the
affected  parties,  there  is a  possibility  that the  1995  Agreement,  or any
rate-making  methodology  unilaterally  imposed  by CCD,  could  be  subject  to
litigation.  In these  circumstances,  there is  uncertainty as to the rates and
charges  that we will  be  required  to pay for  Concourse  A  facilities  after
February  2000. If the  rate-making  methodology is not amended or the rates are
increased,  it could have a material  adverse effect on our business and results
of operations.

       Our goal is to continue to lease or purchase additional aircraft to serve
additional  cities and to add flights on existing  routes from Denver.  We added
routes to San Diego, California,  Atlanta, Georgia,  Dallas/Ft. Worth, Texas and
Las Vegas,  Nevada  during the year ended March 31, 1999.  During the six months
ended  September  30,  1999 we added  routes to  Portland,  Oregon and  Orlando,
Florida.  We believe that expanding our route system would  facilitate a greater
volume of  connecting  traffic  as well as a stable  base of local  traffic  and
offset the impact of higher  DIA-related  operating costs through more efficient
gate  utilization.  Expansion  of our  operations  will  entail  the  hiring  of
additional  employees to staff flight and ground operations in new markets,  and
significant  initial  costs such as deposits  for airport and  aircraft  leases.
Because of the expansion of our  business,  and  competition  within the airline
industry that often  requires  quick reaction by management to changes in market
conditions, we may require additional capital to further expand our business.

       In  October  1999,  the  U.S.  Senate  approved  the  Air  Transportation
Improvement  Act.  Among  other  matters,  this Act  calls for  additional  slot
allocations  (one slot is one take-off or landing right) at Washington's  Ronald
Reagan National  Airport  ("DCA"),  New York's  LaGuardia  Airport and Chicago's
O'Hare International  Airport. In addition, the bill calls for exemptions to the
perimeter rule at DCA, which currently  limits  non-stop  flights into or out of
DCA to a maximum of 1,250 miles. Our present intent is to request  permission to
provide service between Denver and DCA should access become available to us.

       In February 1997,  United Airlines  commenced  service using its low fare
United "Shuttle" between Denver and Phoenix,  Arizona,  and in October 1997 such
service to Salt Lake City was added by United.  These are both  markets in which
we provide service,  in addition to other markets where United Airlines provides
flights.  We commenced  service  between  Denver and Las Vegas in December 1998,
another  market in which United  provides  service with United  "Shuttle".  This
competition,  as well as  other  competitive  activities  by  United  and  other
carriers,  have had and could continue to have an adverse effect on our revenues
and results of operations.

       Except  for the  year  ended  March  31,  1999 and the six  months  ended
September  30, 1999,  we have incurred  substantial  operating  losses since our
inception.  In addition, we have substantial contractual commitments for leasing
and  maintaining  aircraft.  We believe that our existing cash balances  coupled
with improved  operating results are and will be adequate to fund our operations
at least through  March 31, 2000.  However as discussed  above,  we will require
financing  in  order to fund  our  intended  purchase  of  Airbus  A319 and A318
aircraft.



                                       13
<PAGE>




Year 2000 Compliance

         Background. Older computers were programmed to use a two-digit code for
the date entry rather than a four-digit code. For example, the date November 17,
1970 would be entered as "11/17/70"  rather than  "11/17/1970."  The decision to
use  two   digits   instead  of  four  was  based   largely  on   cost-reduction
considerations  and the  belief  that the code  would no  longer  be used at the
millennium. Nevertheless, coding conventions have not changed, and on January 1,
2000,  computers  may read the digits "00" as denoting the year 1900 rather than
2000. At the least,  this could result in massive  quantities of incorrect data.
At worst,  it could  result in the total or partial  failure  of time  sensitive
computer systems and software.

       We began operations in July 1994, and our operations depend predominantly
on third party computer  systems.  Because of our limited  resources  during our
start-up,  the most cost effective way to establish our computer  systems was to
outsource  or to use  manual  systems.  Internal  systems we  developed  and any
software we acquired are limited and were  designed or  purchased  with the Year
2000 taken into consideration.

       We have  designated an employee  committee  that is  responsible  for (1)
identifying  and  assessing  Year  2000  issues,  (2)  modifying,  upgrading  or
replacing  computer  systems,  (3) testing internal and third party systems and,
(4)  developing  contingency  plans in the event that a system or systems  fail.
This committee  periodically reports to management regarding progress being made
in addressing the Year 2000 issue. Management,  in turn, periodically reports to
the Board of Directors on the issue.

       All internal systems have been tested and remediated; however, we rely on
third party business and government agencies to provide goods and services which
are  critical to our  operations,  including  the FAA,  the DOT,  local  airport
authorities  including  DIA,  utilities,   communication  providers,   financial
institutions  including  credit  card  companies  and  fuel  suppliers.  We  are
reviewing,  and have initiated formal  communications with, these critical third
party service providers to determine their Year 2000 readiness. We have received
positive  Year  2000  compliancy  and  readiness  responses  from  many  of  our
mission-critical  vendors  and we  continue  to follow  up to  ensure  readiness
statements are received.  We cannot reasonably estimate the extent of the impact
on us of the Year 2000 problems that may be experienced by any of these parties.
There can be no  assurance  that the  systems of such third  parties on which we
rely will be modified on a timely basis.

       We have initial  contingency  plans  developed  that are presently  going
through review  processes.  We have hired an outside risk management  consultant
who has been involved with developing and reviewing other airlines'  contingency
plans to perform a review of our plans.  We anticipate  completing  this process
mid-November  1999.  The  remainder of the year will be devoted to enhancing and
testing contingency plans for those scenarios within our control.

       On December 31, 1999, all flights will terminate no later than 11:00 P.M.
Eastern  Standard Time (9:00 P.M.  Mountain Time) and the first scheduled flight
on January 1, 2000,  departs at 7:20 A.M.  Mountain  Time.  We believe that this
will give us  adequate  time to assess the  operational  status of our  airline,
critical third party suppliers, and the cities we serve.

       We have utilized  existing resources with the exception of four temporary
personnel and have incurred  approximately $160,000 of expenses to implement our
Year 2000 project as of September  30, 1999.  The total  remaining  costs of the
Year 2000 project are expected to be  insignificant  and will be funded  through
cash from operations.  The costs and the dates on which we anticipate completion
of the Year  2000  project  are  based on our best  estimates.  There  can be no
guarantee that these  estimates will be achieved and actual results could differ
materially from those anticipated.

       Despite our efforts to address Year 2000 issues and due to the complexity
and  pervasiveness  of the Year 2000 issue,  and in particular  the  uncertainty
regarding the  compliancy of third  parties,  no assurance can be given that our
compliancy plan will be achieved. We could potentially  experience suspension of
flights to certain cities,  delayed flights,  or otherwise ceased operations,  a
degraded  level of safety,  increased  costs,  delayed cash flows,  and customer
inconvenience.  Our business, financial condition or results of operations could
be materially adversely affected by the failure of our systems or those operated
by third parties upon which our business relies.



                                       14
<PAGE>

Item 3:  Quantitative and Qualitative Disclosures About Market Risk

       The  significant  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
effects  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 fiscal  year ended March 31,  1999.
Based on fiscal  year 1999  actual  fuel  usage,  such an  increase  would  have
resulted in an increase to aircraft fuel expense of approximately  $2,300,000 in
fiscal year 1999. Comparatively, based on projected fiscal year 2000 fuel usage,
such an  increase  would  result in an  increase  to  aircraft  fuel  expense of
approximately  $3,100,000 in fiscal year 2000.  The increase in exposure to fuel
price  fluctuations  in  fiscal  year  2000 is due to our plan to  increase  our
average aircraft fleet size and related gallons purchased.





                                       15
<PAGE>




                           PART II. OTHER INFORMATION


Item 4:       Submission of Matters to a Vote of Security Holders

              The annual  meeting of  shareholders  of the  Company  was held on
              September  9,  1999,  at which a  quorum  for the  transaction  of
              business  was  present.  One matter was voted upon,  as  described
              below.

              Members  of  the  Company's  Board  of  Directors  elected  at the
              meeting were Samuel D. Addoms, B. Ben  Baldanza, D. Dale Browning,
              Paul S. Dempsey, B. Larae Orullian, William B. McNamara, and James
              B. Upchurch.  The  votes cast with respect to each nominee were as
              follows:

                      14,646,607 "For" Mr. Addoms;            32,037 "Withheld"
                      14,646,210 "For" Mr. Baldanza;          32,434 "Withheld"
                      14,647,319 "For" Mr. Browning;          31,325 "Withheld"
                      14,646,828 "For" Mr. Dempsey;           31,816 "Withheld"
                      14,645,584 "For" Ms. Orullian;          33,060 "Withheld"
                      14,639,710 "For" Mr. McNamara;          39,934 "Withheld"
                      14,639,460 "For" Mr. Upchurch;          39,184 "Withheld"

Item 5:       Other Information

              On October 11, 1999, B. Ben Baldanza,  after having been appointed
              as an executive officer of US Airways,  resigned his position from
              our Board of Directors.

Item 6:       Exhibits and Reports on Form 8-K

Exhibit
Numbers

(a)      Exhibits

              3.1     Restated Articles of Incorporation of the Company (1)

              3.2     Amended  and Restated  Bylaws of the Company (September 9,
                      1999) (1)

              4.4(c)  Third  Amendment  to  Rights  Agreement dated September 9,
                      1999 (2)

              10.10(a)Aircraft Lease Extension and Amendment Agreement  dated as
                      of October 1, 1999. Portions  of this  exhibit  have been
                      excluded  from  the  publicly  available  document  and an
                      application for an order granting  confidential  treatment
                      of the excluded material has been made.(1)

              10.11(a)Aircraft Lease Extension and Amendment  Agreement dated as
                      of October 1, 1999.   (1)

              10.46   Aircraft  Sublease  Agreement  (MSN  26442)  dated  as  of
                      October  11,  1999  between  Indigo  Aviation  AB  (publ),
                      Lessor, and Frontier Airlines,  Inc., Lessee.  Portions of
                      this  exhibit  have  been   excluded   from  the  publicly
                      available   document  and  an  application  for  an  order
                      granting  confidential  treatment of the excluded material
                      has been made. (1)

              27.1     Financial Data Schedule (1)

(1)      Filed herewith.

(2)      Incorporated by reference from the Company's Report on Form 8-A/A filed
         on October 14, 1999.

(b)      Reports on Form 8-K

              None.







                                       16
<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:  November 8, 1999                      By: /s/ Steve B. Warnecke
                                             -----------------------------------
                                             Steve  B. Warnecke,  Vice President
                                             and Chief Financial Officer

Date:  November 8, 1999                      By: /s/ Elissa A. Potucek
                                             -----------------------------------
                                             Elissa A. Potucek,  Vice President,
                                             Controller, Treasurer and Principal
                                             Accounting Officer