**FORM 10-Q/A**

 

**SECURITIES AND EXCHANGE COMMISSION**

**Washington,D.C.  20549**

 

**AMENDMENTNO. 1 TO**

 
| **ý** | **QUARTERLY  REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE  ACT OF 1934** |
|------------|---------------------------------------------------------------------------------------------------------|
| ** ** | **For the quarterly period ended  December 31, 2003**                                              |
|       |                                                                                                    |
| **o**      | **TRANSITION  REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF  1934**     |

 

**Commission file number:  1-12805**

 

**FRONTIER AIRLINES, INC.**

(Exact name ofregistrant as specified in its charter)

 
| **Colorado**                                                   | ** ** | **84-1256945**                        |
|----------------------------------------------------------------|------------|---------------------------------------|
| (State or other  jurisdiction of incorporated or organization) |       | (I.R.S. Employer  Identification No.) |
|                                                           |       |                                  |
| **7001  Tower Road, Denver, CO**                               | ** ** | **80249**                             |
| (Address of  principal executive offices)                      |       | (Zip Code)                            |

 

Issuer’s telephone numberincluding area code:  **(720) 374-4200**

 

Indicate by check markwhether the registrant (1) has filed all reports required to be filed by Section 13or 15(d) of the Securities Exchange Act of 1934 during the preceding 12months (or for such shorter period that the registrant was required to filesuch reports), and (2) has been subject to such filing requirements forthe past 90 days.  Yes  ý  No  o

 

Indicate by check mark whether the Registrant is anaccelerated filer (as defined in rule 12b-2 of the Exchange Act).  Yes  ý  No  o

 

The number of shares of the Company’s Common Stock outstanding as of asof February 9, 2004 was 35,527,942.

 

 

----

 

**EXPLANATORYNOTE**

 

The company is amendingItem 6, Part II of its Form 10-Q for the quarterly period ended December 31,2003, to replace Exhibit 10.24 with the attached Exhibit 10.24 toclearly reflect where material was omitted in this exhibit under the Company’sConfidential Treatment Request.  Thechanges in this exhibit were made in response to comments the Company receivedfrom the Securities and Exchange Commission on the Company’s ConfidentialTreatment Request.

 

**Item 6:**           **Exhibitsand Reports on Form 8-K**

 

(a)          Exhibits

 
| **Exhibit  Numbers** | ** ** | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|----------------------|------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                 |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 10.24                |       | Aircraft Lease  Agreement dated as of December 5, 2003 between International Lease  Finance Corporation, Inc., and Frontier Airlines, Inc., Lessee, in  respect of 1 Airbus A319 Aircraft. Frontier has signed leases for 4  additional Airbus 319 aircraft with this Lessor under Aircraft Lease  Agreements that are substantially identical in all material respects to this  Exhibit. Portions of this Exhibit have been omitted and filed separately  with the Securities and Exchange Commission in a confidential treatment  request under Rule 24b-2 of the Securities Exchange Act of 1934, as  amended. (1) |
|                 |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 31.1                 |       | Certification of  President and Chief Executive Officer pursuant to Section 302 of the  Sarbanes-Oxley Act of 2002. (1)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|                 |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 31.2                 |       | Certification of Chief  Financial Officer pursuant to Section 302 of Sarbanes-Oxley Act of 2002. (1)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |

 

----

(1)     Filed herewith.

 

(b)         Reports on Form 8-K

 

None.

 

2

----

 

**SIGNATURES**

 

Pursuant to therequirements of Section 13 or 15(d) of the Securities Exchange Act of1934, the registrant has duly caused this report to be signed on its behalf bythe undersigned, thereunto duly authorized.

 

 
|                    | FRONTIER AIRLINES, INC.                         |
|-------------------------|-------------------------------------------------|
|                    |                                            |
|                    |                                            |
| Date: November 10, 2005 | By:                                             | /s/ Paul H. Tate |
|                    | Paul H. Tate, Senior  Vice President and        |
|                    | Chief Financial Officer                         |
|                    |                                            |
|                    |                                            |
| Date: November 10, 2005 | By:                                             | /s/ Elissa A. Potucek |
|                    | Elissa A. Potucek, Vice  President, Controller, |
|                    | Treasurer and Principal  Accounting Officer     |

 

----