Registration No. 333-_____
                                                                           

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C.  20549
                           ___________________________

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933
                               __________________

                         MIDWEST EXPRESS HOLDINGS, INC.
             (Exact name of registrant as specified in its charter)

             Wisconsin                               39-1828757
    (State or other jurisdiction                  (I.R.S. Employer 
   of incorporation or organization)              Identification No.)
                        
             6744 South Howell Avenue
               Oak Creek, Wisconsin                               53154
     (Address of principal executive offices)                   (Zip Code)


                        Astral Aviation, Inc. 401(k) Plan
                            (Full title of the plans)

                              ____________________

                               Timothy E. Hoeksema
          Chairman of the Board, President and Chief Executive Officer
                         Midwest Express Holdings, Inc.
                            6744 South Howell Avenue
                           Oak Creek, Wisconsin  53154
                                 (414) 570-4000
            (Name, address and telephone number, including area code,
                              of agent for service)
                           __________________________

                         CALCULATION OF REGISTRATION FEE

                                      Proposed      Proposed
                                      Maximum       Maximum
        Title of         Amount       Offering     Aggregate      Amount of
     Securities to       to be         Price       Offering     Registration
     be Registered     Registered    Per Share       Price           Fee

    Common Stock,    50,000 shares   $33.8125(1)   $1,690,625(1)    $520
    $.01 par value

    Preferred Share  50,000 rights      (2)           (2)            (2)
    Purchase Rights



   (1)      Estimated pursuant to Rule 457(c) under the Securities Act of
            1933 solely for the purpose of calculating the registration fee
            based on the average of the high and low prices for Midwest
            Express Holdings, Inc. Common Stock on the New York Stock
            Exchange consolidated reporting system on December 11, 1996.

   (2)      The value attributable to the Preferred Share Purchase Rights is
            reflected in the market price of the Common Stock to which the
            Rights are attached.
                        _________________________________

            In addition, pursuant to Rule 416(c) under the Securities Act of
   1933, this Registration Statement also covers an indeterminate amount of
   interests to be offered or sold pursuant to the employee benefit plan
   described herein.

   <PAGE>
                                     PART I 

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

             The document or documents containing the information specified
   in Part I are not required to be filed with the Securities and Exchange
   Commission (the "Commission") as part of this Form S-8 Registration
   Statement. 

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

   Item 3.   Incorporation of Documents by Reference.

             The following documents filed with the Commission by Midwest
   Express Holdings, Inc. (the "Company") or by the Astral Aviation, Inc.
   401(k) Plan (the "Plan") are hereby incorporated herein by reference:

             1.   The Company's Annual Report on 10-K for its fiscal year
   ended December 31, 1995.

             2.   All other reports filed since December 31, 1995 by the
   Company pursuant to Section 13(a) or 15(d) of the Securities Exchange Act
   of 1934, as amended.

             3.   The description of the Company's Common Stock contained in
   Item 4 of the Company's Registration Statement on Form 8-B dated April 30,
   1996, including any amendment or report filed for the purpose of updating
   such description.

             4.   The description of the Company's Preferred Share Purchase
   Rights contained in Item 1 of the Company's Preferred Share Purchase
   Rights Registration Statement on Form 8-A dated February 14, 1996,
   including any amendment or report filed for the purpose of updating such
   description.

             All documents subsequently filed by the Company or the Plan
   pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange
   Act of 1934, as amended, after the date of filing of this Registration
   Statement and prior to such time as the Company files a post-effective
   amendment to this Registration Statement which indicates that all
   securities offered hereby have been sold or which deregisters all
   securities then remaining unsold shall be deemed to be incorporated by
   reference in this Registration Statement and to be a part hereof from the
   date of filing of such documents.

   Item 4.   Description of Securities.

             Not applicable.

   Item 5.   Interests of Named Experts and Counsel.

             None.

   Item 6.   Indemnification of Directors and Officers.

             Pursuant to the Wisconsin Business Corporation Law and By-Laws
   of the Company, as amended, directors and officers of the Company are
   entitled to mandatory indemnification from the Company against certain
   liabilities and expenses (i) to the extent such officers or directors are
   successful in the defense of a proceeding and (ii) in proceedings in which
   the director or officer is not successful in the defense thereof, unless
   (in the latter case only) it is determined that the director or officer
   breached or failed to perform his duties to the Company and such breach or
   failure constituted:  (a) a willful failure to deal fairly with the
   Company or its shareholders in connection with a matter in which the
   director or officer had a material conflict of interest; (b) a violation
   of the criminal law, unless the director or officer had reasonable cause
   to believe his or her conduct was lawful or had no reasonable cause to
   believe his or her conduct was unlawful; (c) a transaction from which the
   director or officer derived an improper personal profit; or (d) willful
   misconduct.  It should also be noted that the Wisconsin Business
   Corporation Law specifically states that it is the policy of Wisconsin to
   require or permit indemnification in connection with a proceeding
   involving securities regulation, as described therein, to the extent
   required or permitted as described above.  Additionally, under the
   Wisconsin Business Corporation Law, directors of the Company are not
   subject to personal liability to the Company, its shareholders or any
   person asserting rights on behalf thereof for certain breaches or failures
   to perform any duty resulting solely from their status except in
   circumstances paralleling those in subparagraphs (a) through (d) outlined
   above.  Additional indemnification may be provided by resolution of the
   Company's Board of Directors except as prohibited by law.

             Expenses for the defense of any action for which indemnification
   may be available may be advanced by the Company under certain
   circumstances.

             The Company maintains a liability insurance policy for its
   directors and officers as permitted by Wisconsin law which may extend to,
   among other things, liability arising under the Securities Act of 1933, as
   amended.

   Item 7.   Exemption from Registration Claimed.

             Not Applicable.

   Item 8.   Exhibits.

             The exhibits filed herewith or incorporated herein by reference
   are set forth in the attached Exhibit Index.

             The undersigned Registrant hereby undertakes to submit the Plan,
   as amended, to the Internal Revenue Service ("IRS") in a timely manner and
   will make all changes required by the IRS in order to continue the
   qualification of the Plan under Section 401 of the Internal Revenue Code
   of 1986, as amended.

   Item 9.   Undertakings.

             (a)  The undersigned Registrant hereby undertakes:

             (1)  To file, during any period in which offers or sales are
   being made, a post-effective amendment to this Registration Statement:

                  (i)  To include any prospectus required by Section 10(a)(3)
        of the Securities Act of 1933, as amended;

                  (ii)  To reflect in the prospectus any facts or events
        arising after the effective date of the Registration Statement (or
        the most recent post-effective amendment thereof) which, individually
        or in the aggregate, represent a fundamental change in the
        information set forth in the Registration Statement;

                  (iii) To include any material information with respect to
        the plan of distribution not previously disclosed in the Registration
        Statement or any material change to such information in the
        Registration Statement;

   provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
   if the information required to be included in a post-effective amendment
   by those paragraphs is contained in periodic reports filed by the
   Registrant pursuant to Section 13 or Section 15(d) of the Securities
   Exchange Act of 1934, as amended, that are incorporated by reference in
   the Registration Statement.

             (2)  That, for the purpose of determining any liability under
   the Securities Act of 1933, as amended, each such post-effective amendment
   shall be deemed to be a new Registration Statement relating to the
   securities offered herein, and the offering of such securities at that
   time shall be deemed to be the initial bona fide offering thereof.

             (3)  To remove from registration by means of a post-effective
   amendment any of the securities being registered which remain unsold at
   the termination of the offering.

             (b)  The undersigned Registrant hereby undertakes that, for
   purposes of determining any liability under the Securities Act of 1933, as
   amended, each filing of the Registrant's annual report pursuant to Section
   13(a) or Section 15(d) of the Securities Exchange Act of 1934, as amended,
   that is incorporated by reference in this Registration Statement shall be
   deemed to be a new Registration Statement relating to the securities
   offered herein, and the offering of such securities at that time shall be
   deemed to be the initial bona fide offering thereof.

             (c)  Insofar as indemnification for liabilities arising under
   the Securities Act of 1933, as amended, may be permitted to directors,
   officers and controlling persons of the Registrant pursuant to the
   foregoing provisions, or otherwise, the Registrant has been advised that
   in the opinion of the Securities and Exchange Commission such
   indemnification is against public policy as expressed in the Act and is,
   therefore, unenforceable.  In the event that a claim for indemnification
   against such liabilities (other than the payment by the Registrant of
   expenses incurred or paid by a director, officer or controlling person of
   the Registrant in the successful defense of any action, suit or
   proceeding) is asserted by such director, officer or controlling person in
   connection with the securities being registered, the Registrant will,
   unless in the opinion of its counsel the matter has been settled by
   controlling precedent, submit to a court of appropriate jurisdiction the
   question whether such indemnification by it is against public policy as
   expressed in the Act and will be governed by the final adjudication of
   such issue.

   <PAGE>
                                   SIGNATURES

             Pursuant to the requirements of the Securities Act of 1933, the
   Registrant certifies that it has reasonable grounds to believe that it
   meets all of the requirements for filing on Form S-8 and has duly caused
   this Registration Statement to be signed on its behalf by the undersigned,
   thereunto duly authorized, in the City of Milwaukee, State of Wisconsin,
   on December 10, 1996.

                                 MIDWEST EXPRESS HOLDINGS, INC.



                                 By:     /s/ Timothy E. Hoeksema             
                                      Timothy E. Hoeksema
                                      Chairman of the Board, President
                                      and Chief Executive Officer


             Pursuant to the requirements of the Securities Act of 1933, this
   Registration Statement has been signed below  as of December 10, 1996, by
   the following persons in the capacities indicated.  



       /s/ Timothy E. Hoeksema         Chairman of the Board,
    Timothy E. Hoeksema                President, Chief Executive
                                       Officer and Director (principal
                                       executive officer)


       /s/ Robert S. Bahlman           Vice President, Chief Financial
    Robert S. Bahlman                  Officer, Treasurer and
                                       Controller (principal financial
                                       officer and principal accounting
                                       officer)

       /s/ Brenda F. Skelton          
    Brenda F. Skelton                  Senior Vice President-Marketing
                                       and Customer Service and
                                       Director




       /s/ John F. Bergstrom           Director
    John F. Bergstrom




       /s/ Oscar C. Boldt              Director
    Oscar C. Boldt



       /s/ Albert J. DiUlio, S.J.      Director
    Albert J. DiUlio, S.J.




       /s/ James G. Grosklaus          Director
    James G. Grosklaus



       /s/ Frederick P. Stratton, Jr.  Director
    Frederick P. Stratton, Jr.




       /s/ David H. Treitel            Director
    David H. Treitel




       /s/ John W. Weekly             
    John W. Weekly                     Director




             The Plan.  Pursuant to the requirements of the Securities Act of
   1933, as amended, the persons who administer the Plan have duly caused
   this Registration Statement to be signed on behalf of the undersigned,
   thereunto duly authorized, in the City of Milwaukee, and the State of
   Wisconsin, on this 10th day of December, 1996.

                                 ASTRAL AVIATION, INC. 401(k) PLAN



                                 By: /s/ Todd Rodeberg                 
                                     Todd Rodeberg
                                     Human Resources Manager
                                     Astral Aviation, Inc.

   <PAGE>
                                  EXHIBIT INDEX

    Exhibit No.                        Exhibit

    (4.1)            Article Five of the Company's Restated
                     Articles of Incorporation (incorporated by
                     reference to Exhibit 3.1 to the Company's
                     Registration Statement on Form 8-B dated
                     April 30, 1996 (File No. 1-13934)).

    (4.2)            Articles of Amendment relating to Series A
                     Junior Participating Preferred Stock
                     (incorporated by reference to Exhibit 3.3
                     to the Company's Registration Statement on
                     Form 8-B dated April 30, 1996 (File No. 1-
                     13934)).

    (4.3)            Credit Agreement among Firstar Bank
                     Milwaukee, N.A., M&I Marshall & Ilsley
                     Bank, Bank One, Milwaukee, N.A. and
                     Midwest Express Holdings, Inc., dated
                     September 27, 1995 (incorporated by
                     reference to Exhibit 4.1 to the Company's
                     Quarterly Report on Form 10-Q for the
                     quarter ended September 30, 1995 (File No.
                     1-13934)).

    (4.4)            Credit Agreement between Kimberly-Clark
                     Corporation and Midwest Express Holdings,
                     Inc., dated September 27, 1995
                     (incorporated by reference to Exhibit 4.2
                     to the Company's Quarterly Report on Form
                     10-Q for the quarter ended September 30,
                     1995 (File No. 1-13934)).

    (4.5)            Rights Agreement, dated February 14, 1996,
                     between Midwest Express Holdings, Inc. and
                     Firstar Trust Company (incorporated by
                     reference to Exhibit 4.1 to the Company's
                     Registration Statement on Form 8-A filed
                     February 15, 1996 (File No. 1-13934)).

    (4.6)            Amendment to the Rights Agreement, dated
                     April 19, 1996, between Midwest Express
                     Holdings, Inc. and Firstar Trust Company
                     (incorporated by reference to Exhibit 4.4
                     to the Company's Registration Statement on
                     Form 8-B dated April 30, 1996 (File No. 1-
                     13934)).

    (5)              Opinion of Foley & Lardner.

    (23.1)           Consent of Deloitte & Touche LLP.

    (23.2)           Consent of Foley & Lardner (contained in
                     Exhibit 5 hereto).
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Registration No. 333-_____
                                                                           

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C.  20549
                           ___________________________

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933
                               __________________

                         MIDWEST EXPRESS HOLDINGS, INC.
             (Exact name of registrant as specified in its charter)

             Wisconsin                               39-1828757
    (State or other jurisdiction                  (I.R.S. Employer 
   of incorporation or organization)              Identification No.)
                        
             6744 South Howell Avenue
               Oak Creek, Wisconsin                               53154
     (Address of principal executive offices)                   (Zip Code)

                        Astral Aviation, Inc. 401(k) Plan
                            (Full title of the plans)

                              ____________________

                               Timothy E. Hoeksema
          Chairman of the Board, President and Chief Executive Officer
                         Midwest Express Holdings, Inc.
                            6744 South Howell Avenue
                           Oak Creek, Wisconsin  53154
                                 (414) 570-4000
            (Name, address and telephone number, including area code,
                              of agent for service)
                           __________________________

                         CALCULATION OF REGISTRATION FEE

                                      Proposed      Proposed
                                      Maximum       Maximum
        Title of         Amount       Offering     Aggregate      Amount of
     Securities to       to be         Price       Offering     Registration
     be Registered     Registered    Per Share       Price           Fee

    Common Stock,    50,000 shares   $33.8125(1)   $1,690,625(1)    $520
    $.01 par value

    Preferred Share  50,000 rights      (2)           (2)            (2)
    Purchase Rights

   (1)      Estimated pursuant to Rule 457(c) under the Securities Act of
            1933 solely for the purpose of calculating the registration fee
            based on the average of the high and low prices for Midwest
            Express Holdings, Inc. Common Stock on the New York Stock
            Exchange consolidated reporting system on December 11, 1996.

   (2)      The value attributable to the Preferred Share Purchase Rights is
            reflected in the market price of the Common Stock to which the
            Rights are attached.
                        _________________________________

            In addition, pursuant to Rule 416(c) under the Securities Act of
   1933, this Registration Statement also covers an indeterminate amount of
   interests to be offered or sold pursuant to the employee benefit plan
   described herein.
PART I 

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

             The document or documents containing the information specified
   in Part I are not required to be filed with the Securities and Exchange
   Commission (the "Commission") as part of this Form S-8 Registration
   Statement. 

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

   Item 3.   Incorporation of Documents by Reference.

             The following documents filed with the Commission by Midwest
   Express Holdings, Inc. (the "Company") or by the Astral Aviation, Inc.
   401(k) Plan (the "Plan") are hereby incorporated herein by reference:

             1.   The Company's Annual Report on 10-K for its fiscal year
   ended December 31, 1995.

             2.   All other reports filed since December 31, 1995 by the
   Company pursuant to Section 13(a) or 15(d) of the Securities Exchange Act
   of 1934, as amended.

             3.   The description of the Company's Common Stock contained in
   Item 4 of the Company's Registration Statement on Form 8-B dated April 30,
   1996, including any amendment or report filed for the purpose of updating
   such description.

             4.   The description of the Company's Preferred Share Purchase
   Rights contained in Item 1 of the Company's Preferred Share Purchase
   Rights Registration Statement on Form 8-A dated February 14, 1996,
   including any amendment or report filed for the purpose of updating such
   description.

             All documents subsequently filed by the Company or the Plan
   pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange
   Act of 1934, as amended, after the date of filing of this Registration
   Statement and prior to such time as the Company files a post-effective
   amendment to this Registration Statement which indicates that all
   securities offered hereby have been sold or which deregisters all
   securities then remaining unsold shall be deemed to be incorporated by
   reference in this Registration Statement and to be a part hereof from the
   date of filing of such documents.

   Item 4.   Description of Securities.

             Not applicable.

   Item 5.   Interests of Named Experts and Counsel.

             None.

   Item 6.   Indemnification of Directors and Officers.

             Pursuant to the Wisconsin Business Corporation Law and By-Laws
   of the Company, as amended, directors and officers of the Company are
   entitled to mandatory indemnification from the Company against certain
   liabilities and expenses (i) to the extent such officers or directors are
   successful in the defense of a proceeding and (ii) in proceedings in which
   the director or officer is not successful in the defense thereof, unless
   (in the latter case only) it is determined that the director or officer
   breached or failed to perform his duties to the Company and such breach or
   failure constituted:  (a) a willful failure to deal fairly with the
   Company or its shareholders in connection with a matter in which the
   director or officer had a material conflict of interest; (b) a violation
   of the criminal law, unless the director or officer had reasonable cause
   to believe his or her conduct was lawful or had no reasonable cause to
   believe his or her conduct was unlawful; (c) a transaction from which the
   director or officer derived an improper personal profit; or (d) willful
   misconduct.  It should also be noted that the Wisconsin Business
   Corporation Law specifically states that it is the policy of Wisconsin to
   require or permit indemnification in connection with a proceeding
   involving securities regulation, as described therein, to the extent
   required or permitted as described above.  Additionally, under the
   Wisconsin Business Corporation Law, directors of the Company are not
   subject to personal liability to the Company, its shareholders or any
   person asserting rights on behalf thereof for certain breaches or failures
   to perform any duty resulting solely from their status except in
   circumstances paralleling those in subparagraphs (a) through (d) outlined
   above.  Additional indemnification may be provided by resolution of the
   Company's Board of Directors except as prohibited by law.

             Expenses for the defense of any action for which indemnification
   may be available may be advanced by the Company under certain
   circumstances.

             The Company maintains a liability insurance policy for its
   directors and officers as permitted by Wisconsin law which may extend to,
   among other things, liability arising under the Securities Act of 1933, as
   amended.

   Item 7.   Exemption from Registration Claimed.

             Not Applicable.

   Item 8.   Exhibits.

             The exhibits filed herewith or incorporated herein by reference
   are set forth in the attached Exhibit Index.

             The undersigned Registrant hereby undertakes to submit the Plan,
   as amended, to the Internal Revenue Service ("IRS") in a timely manner and
   will make all changes required by the IRS in order to continue the
   qualification of the Plan under Section 401 of the Internal Revenue Code
   of 1986, as amended.

   Item 9.   Undertakings.

             (a)  The undersigned Registrant hereby undertakes:

             (1)  To file, during any period in which offers or sales are
   being made, a post-effective amendment to this Registration Statement:

                  (i)  To include any prospectus required by Section 10(a)(3)
        of the Securities Act of 1933, as amended;

                  (ii)  To reflect in the prospectus any facts or events
        arising after the effective date of the Registration Statement (or
        the most recent post-effective amendment thereof) which, individually
        or in the aggregate, represent a fundamental change in the
        information set forth in the Registration Statement;

                  (iii) To include any material information with respect to
        the plan of distribution not previously disclosed in the Registration
        Statement or any material change to such information in the
        Registration Statement;

   provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
   if the information required to be included in a post-effective amendment
   by those paragraphs is contained in periodic reports filed by the
   Registrant pursuant to Section 13 or Section 15(d) of the Securities
   Exchange Act of 1934, as amended, that are incorporated by reference in
   the Registration Statement.

             (2)  That, for the purpose of determining any liability under
   the Securities Act of 1933, as amended, each such post-effective amendment
   shall be deemed to be a new Registration Statement relating to the
   securities offered herein, and the offering of such securities at that
   time shall be deemed to be the initial bona fide offering thereof.

             (3)  To remove from registration by means of a post-effective
   amendment any of the securities being registered which remain unsold at
   the termination of the offering.

             (b)  The undersigned Registrant hereby undertakes that, for
   purposes of determining any liability under the Securities Act of 1933, as
   amended, each filing of the Registrant's annual report pursuant to Section
   13(a) or Section 15(d) of the Securities Exchange Act of 1934, as amended,
   that is incorporated by reference in this Registration Statement shall be
   deemed to be a new Registration Statement relating to the securities
   offered herein, and the offering of such securities at that time shall be
   deemed to be the initial bona fide offering thereof.

             (c)  Insofar as indemnification for liabilities arising under
   the Securities Act of 1933, as amended, may be permitted to directors,
   officers and controlling persons of the Registrant pursuant to the
   foregoing provisions, or otherwise, the Registrant has been advised that
   in the opinion of the Securities and Exchange Commission such
   indemnification is against public policy as expressed in the Act and is,
   therefore, unenforceable.  In the event that a claim for indemnification
   against such liabilities (other than the payment by the Registrant of
   expenses incurred or paid by a director, officer or controlling person of
   the Registrant in the successful defense of any action, suit or
   proceeding) is asserted by such director, officer or controlling person in
   connection with the securities being registered, the Registrant will,
   unless in the opinion of its counsel the matter has been settled by
   controlling precedent, submit to a court of appropriate jurisdiction the
   question whether such indemnification by it is against public policy as
   expressed in the Act and will be governed by the final adjudication of
   such issue.
SIGNATURES

             Pursuant to the requirements of the Securities Act of 1933, the
   Registrant certifies that it has reasonable grounds to believe that it
   meets all of the requirements for filing on Form S-8 and has duly caused
   this Registration Statement to be signed on its behalf by the undersigned,
   thereunto duly authorized, in the City of Milwaukee, State of Wisconsin,
   on December 10, 1996.

                                 MIDWEST EXPRESS HOLDINGS, INC.

                                 By:     /s/ Timothy E. Hoeksema             
                                      Timothy E. Hoeksema
                                      Chairman of the Board, President
                                      and Chief Executive Officer

             Pursuant to the requirements of the Securities Act of 1933, this
   Registration Statement has been signed below  as of December 10, 1996, by
   the following persons in the capacities indicated.  

       /s/ Timothy E. Hoeksema         Chairman of the Board,
    Timothy E. Hoeksema                President, Chief Executive
                                       Officer and Director (principal
                                       executive officer)

       /s/ Robert S. Bahlman           Vice President, Chief Financial
    Robert S. Bahlman                  Officer, Treasurer and
                                       Controller (principal financial
                                       officer and principal accounting
                                       officer)

       /s/ Brenda F. Skelton          
    Brenda F. Skelton                  Senior Vice President-Marketing
                                       and Customer Service and
                                       Director

       /s/ John F. Bergstrom           Director
    John F. Bergstrom

       /s/ Oscar C. Boldt              Director
    Oscar C. Boldt

       /s/ Albert J. DiUlio, S.J.      Director
    Albert J. DiUlio, S.J.

       /s/ James G. Grosklaus          Director
    James G. Grosklaus

       /s/ Frederick P. Stratton, Jr.  Director
    Frederick P. Stratton, Jr.

       /s/ David H. Treitel            Director
    David H. Treitel

       /s/ John W. Weekly             
    John W. Weekly                     Director

             The Plan.  Pursuant to the requirements of the Securities Act of
   1933, as amended, the persons who administer the Plan have duly caused
   this Registration Statement to be signed on behalf of the undersigned,
   thereunto duly authorized, in the City of Milwaukee, and the State of
   Wisconsin, on this 10th day of December, 1996.

                                 ASTRAL AVIATION, INC. 401(k) PLAN

                                 By: /s/ Todd Rodeberg                 
                                     Todd Rodeberg
                                     Human Resources Manager
                                     Astral Aviation, Inc.
EXHIBIT INDEX

    Exhibit No.                        Exhibit

    (4.1)            Article Five of the Company's Restated
                     Articles of Incorporation (incorporated by
                     reference to Exhibit 3.1 to the Company's
                     Registration Statement on Form 8-B dated
                     April 30, 1996 (File No. 1-13934)).

    (4.2)            Articles of Amendment relating to Series A
                     Junior Participating Preferred Stock
                     (incorporated by reference to Exhibit 3.3
                     to the Company's Registration Statement on
                     Form 8-B dated April 30, 1996 (File No. 1-
                     13934)).

    (4.3)            Credit Agreement among Firstar Bank
                     Milwaukee, N.A., M&I Marshall & Ilsley
                     Bank, Bank One, Milwaukee, N.A. and
                     Midwest Express Holdings, Inc., dated
                     September 27, 1995 (incorporated by
                     reference to Exhibit 4.1 to the Company's
                     Quarterly Report on Form 10-Q for the
                     quarter ended September 30, 1995 (File No.
                     1-13934)).

    (4.4)            Credit Agreement between Kimberly-Clark
                     Corporation and Midwest Express Holdings,
                     Inc., dated September 27, 1995
                     (incorporated by reference to Exhibit 4.2
                     to the Company's Quarterly Report on Form
                     10-Q for the quarter ended September 30,
                     1995 (File No. 1-13934)).

    (4.5)            Rights Agreement, dated February 14, 1996,
                     between Midwest Express Holdings, Inc. and
                     Firstar Trust Company (incorporated by
                     reference to Exhibit 4.1 to the Company's
                     Registration Statement on Form 8-A filed
                     February 15, 1996 (File No. 1-13934)).

    (4.6)            Amendment to the Rights Agreement, dated
                     April 19, 1996, between Midwest Express
                     Holdings, Inc. and Firstar Trust Company
                     (incorporated by reference to Exhibit 4.4
                     to the Company's Registration Statement on
                     Form 8-B dated April 30, 1996 (File No. 1-
                     13934)).

    (5)              Opinion of Foley & Lardner.

    (23.1)           Consent of Deloitte & Touche LLP.

    (23.2)           Consent of Foley & Lardner (contained in
                     Exhibit 5 hereto).