RESTATED
                            ARTICLES OF INCORPORATION
                                       OF
                             FRONTIER AIRLINES, INC.


                  Pursuant  to  Section   7-110-107  of  the  Colorado  Business
Corporation Act ("Act"),  Frontier Airlines,  Inc., a Colorado  corporation (the
"Corporation"), hereby restates the Articles of Incorporation of the Corporation
as follows:

                  These Restated  Articles of  Incorporation  of the Corporation
(these "Restated Articles") (i) consolidate the Amended and Restated Articles of
Incorporation  filed October 11, 1994, the Articles of Amendment to the Articles
of  Incorporation  filed  December 16, 1997,  and Articles of  Correction  filed
substantially concurrently herewith with the office of the Colorado Secretary of
State;  (ii) were adopted by the board of directors of the  Corporation  without
shareholder  action,  which  shareholder  action  was not  required;  and  (iii)
supersede  all Articles of  Incorporation  of the  Corporation,  any  amendments
thereto  and  restatements  thereof,  as filed  with the  Secretary  of State of
Colorado.

Article I
                                      NAME

                  The name of the corporation is Frontier Airlines, Inc.

                                   Article II
                              Capital; Shareholders

2.1 Authorized  Capital.  The total number of shares that the  Corporation  will
have  authority  to issue is  forty-one  million  (41,000,000),  of which  forty
million  (40,000,000)  shares will be common  stock  without par value,  and one
million (1,000,000) shares will be preferred stock without par value.

2.2 Common  Stock.  Each holder of common stock is entitled to one vote for each
share of common  stock held on all matters as to which  holders of common  stock
are entitled to vote. Except for and subject to those  preferences,  rights, and
privileges  expressly  granted to the holders of preferred  stock, and except as
may be  provided  by the laws of the State of  Colorado,  the  holders of common
stock have  exclusively  all other rights of  stockholders  of the  Corporation,
including,  but not by way of  limitation,  (i) the right to receive  dividends,
when,  as and if  declared  by the board of  directors  out of  assets  lawfully
available  therefor,  and (ii), in the event of any  distribution of assets upon
the dissolution and liquidation of the Corporation, the right to receive ratably
and equally all of the assets of the Corporation  remaining after the payment to
the holders of preferred stock of the specific  amounts,  if any, which they are
entitled to receive as may be provided herein or pursuant hereto.

2.3 Preferred  Stock. The board of directors of the Corporation is authorized to
provide by resolution or resolutions for the issuance of the shares of preferred
stock as a class or in a series and to establish from time to time the number of
shares to be included in each such series,  and to fix the designation,  powers,
preferences,  and rights of the  shares of the class or of each such  series and
the qualifications,  limitations and restrictions  thereof. The authority of the
board of directors with respect to the class or each series includes, but is not
limited to, determination of the following:

(i)      The  number  of  shares  constituting  any  series  and the distinctive
         designation of that series;

(ii)     The dividend rate on the shares of the class or of any series,  whether
         dividends shall be cumulative and, if so, from which date or dates, and
         the  relative  rights of  priority,  if any, of payment of dividends on
         share of the class or of that series;

(iii)    Whether the class or any series shall have voting  rights,  in addition
         to the  voting  rights  provided  by law and,  if so, the terms of such
         voting rights;

(iv)     Whether the class or any series shall have  conversion  privileges and,
         if  so,  the  terms  and  conditions  of  such  conversion,   including
         provisions for adjustment of the conversion  rate in such events as the
         board of directors shall determine;

(v)      Whether  or not the  shares  of the  class  or of any  series  shall be
         redeemable  and, if so, the terms and  conditions  of such  redemption,
         including the date or date upon or after which they shall be redeemable
         and the amount per share  payable in case of  redemption,  which amount
         may vary under different conditions and at different redemption dates;

(vi)     Whether  the class or any  series  shall  have a  sinking  fund for the
         redemption or purchase of shares of the class or of that series and, if
         so, the terms and amount of such sinking fund;

(vii)    The  rights of the shares of the class or of any series in the event of
         voluntary or involuntary  dissolution or winding up of the  Corporation
         and the relative  rights of  priority,  if any, of payment of shares of
         the class or of that series; and

(viii)   Any other powers, preferences, rights, qualifications, limitations, and
         restrictions of the class or of any series.

2.4 Quorum; Manner of Acting. At all meetings of shareholders, a majority of the
shares entitled to vote at such meeting represented in person or by proxy, shall
constitute a quorum. At any meeting at which a quorum is present the affirmative
vote of a majority of the shares  represented  at such  meeting and  entitled to
vote on the subject matter shall be the act of the shareholders, unless the vote
of a greater proportion or number is required by the laws of Colorado and except
that in each  case  where the  Colorado  Business  Corporation  Act  requires  a
two-thirds vote of all of the outstanding shares of the Corporation  entitled to
vote, and such required vote is hereby  reduced,  as permitted by such Act, to a
majority of all of the outstanding shares of the Corporation entitled to vote on
the subject matter thereof.

2.5 Voting of Shares. Each shareholder of record entitled to vote shall have one
vote  for  each  share  of  stock  standing  in his  name  on the  books  of the
Corporation, except that in the election of directors he shall have the right to
vote such  number of shares  for as many  persons as there are  directors  to be
elected.  Cumulative voting shall not be allowed in the election of directors or
for any other purpose.

                                  Article III
                                PREEMPTIVE RIGHTS

                  No shareholder of the Corporation shall have any preemptive or
similar  right to acquire or subscribe for any  additional  unissued or treasury
shares of stock,  or other  securities  of any  class,  or rights,  warrants  or
options to purchase stock or scrip, or securities of any kind  convertible  into
stock or carrying stock purchase warrants or privileges.

                                   Article IV
                               BOARD OF DIRECTORS

                  The number of directors of the Corporation  shall be fixed and
may be altered from time to time as provided in the bylaws of the Corporation.

                                   Article V
                             LIMITATION ON LIABILITY

                  To the  fullest  extent  permitted  by the  Colorado  Business
Corporation  Act, as the same exists or may hereafter be amended,  a director of
the Corporation  shall not be liable to the Corporation or its  shareholders for
monetary  damages  for breach of  fiduciary  duty as a  director.  Any repeal or
modification of this Article by the  shareholders  of the  Corporation  shall be
prospective  only and shall not  adversely  affect any right or  protection of a
director of the Corporation existing at the time of such repeal or modification.

                                   Article VI
                                     OFFICES

6.1 Registered Agent. The address of the registered office of the Corporation is
12015 East 46th  Avenue,  Suite 200,  Denver,  Colorado  80239.  The name of its
registered agent at such address is Arthur T. Voss.

6.2 Principal Office. The address of the Corporation's principal office is 12015
East 46th Avenue,  Denver, Colorado 80239.

                  IN WITNESS WHEREOF,  the Corporation has caused these Restated
Articles to be signed by its duly authorized  officer this ___ day of September,
1999.




                                                       Arthur T. Voss, Secretary
<PAGE>

                  The  undersigned  hereby  consents to the  appointment  as the
registered agent for the corporation.




                                                       Arthur T. Voss