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                                                                  Exhibit 4.4(a)
                                AMENDMENT NO. 1
                                       TO
                                RIGHTS AGREEMENT


     This Amendment No. 1 to Rights Agreement (the "Agreement"), between
Frontier Airlines, Inc., a Colorado corporation (the "Company"), and American
Securities Transfer & Trust, Inc., a Colorado corporation (the "Rights Agent")
is made as of June 30, 1997.

                                    RECITAL

     The Company and the Rights Agent wish to amend the Rights Agreement, dated
     February 20, 1997 (the "Rights Agreement") between the Company and the
     Rights Agent.

                                   AGREEMENT

     NOW, THEREFORE, in consideration of the mutual promises and agreements
contained herein, the receipt and sufficiency of which are hereby acknowledged,
the Company and the Rights Agent agree as follows:

     Pursuant to Section 27 of the Rights Agreement, the Rights Agreement is
     hereby amended as follows:

     1.   The first sentence of Section 1(a) is hereby amended in its entirety
          to read as follows:

          "Acquiring Person" means any Person that, together with all Affiliates
          and Associates of such Person, is the Beneficial Owner of 20% or more
          of the shares of Common Stock then outstanding, but shall not include
          (i) the Company, any Subsidiary of the Company, any employee benefit
          plan of the Company or of any Subsidiary of the Company, or any Person
          or entity organized, appointed or established by the Company for or
          pursuant to the terms of any such plan, (ii) any Person who would
          otherwise become an Acquiring Person solely as a result of a reduction
          in the number of shares of Common Stock outstanding due to the
          repurchase of shares of Common Stock by the Company, unless and until
          such Person shall purchase or otherwise become the Beneficial Owner of
          additional shares of Common Stock constituting one-half of one percent
          or more of the then outstanding shares of

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          Common Stock other than pursuant to a Qualifying Offer or (iii) any
          Person that becomes the Beneficial Owner of 20% or more of the shares
          of Common Stock pursuant to a Qualifying Offer.

     2.   Section 1(l) is hereby amended in its entirety to read as follows:

          "Qualifying Offer" means a tender offer or exchange offer for, or
          merger proposal involving, all outstanding shares of Common Stock at a
          price and on terms determined by at least a majority of the members of
          the Continuing Directors who are not officers or employees of the
          Company and who are not representatives, nominees, Affiliates or
          Associates of the Person making such offer, to be (a) at a price that
          is fair to Shareholders (taking into account all factors that such
          members of the Board deem relevant) and (b) otherwise in the best
          interests of the Company and its Shareholders.

     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.

                                    FRONTIER AIRLINES, INC.


                                    By:_________________________________________
                                       President and Chief Executive Officer


                                    AMERICAN SECURITIES TRANSFER & TRUST, INC.


                                    By:_________________________________________
                                      Name:_____________________________________
                                      Title:____________________________________

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