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)

              Midwest Express Holdings, Inc. 1995 Stock Option Plan
                            (Full title of the plan)
                              ____________________
                               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
     Title of                     Maximum     Proposed Maximum
    Securities      Amount        Offering        Aggregate       Amount of
       to be        to be          Price          Offering       Registration
    Registered  Registered (1)   Per Share          Price            Fee

    Common          675,000     $36.6875(3)   $24,764,063.00(3)  $7,305.40(2)
    Stock,         shares(2)                                        
    $.01 par
    value
                    
    Preferred       450,000
    Share          rights (2)       (4)              (4)             (4)
    Purchase
    Rights

   (1)      Pursuant to Rule 416(a) under the Securities Act of 1933, this
            Registration Statement also covers an indeterminate number of
            additional shares of Common Stock (and related Preferred Share
            Purchase Rights) that may become issuable as a result of stock
            splits, stock dividends, or similar transactions pursuant to the
            anti-dilution provisions of the 1995 Stock Option Plan.

   (2)      363,750 shares of Common Stock (and related Preferred Share
            Purchase Rights) (as adjusted to reflect the Registrant's three-
            for-two stock split effected May 28, 1997), and the corresponding
            registration fee of $2,367.51 that has been previously paid by
            the Registrant, are being carried forward from Registrant's
            earlier Registration Statement on Form S-8, Registration No. 333-
            1554.

   (3)      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 January 12, 1998.

   (4)      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.
                        _________________________________

            Pursuant to Rule 429 under the Securities Act of 1933, the
            Prospectus referred to herein also relates to the Registrant's
            Registration Statement on Form S-8, Registration No. 333-1554.

   <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") are hereby incorporated herein by
   reference:

             1.   The Company's Annual Report on Form 10-K for its fiscal
   year ended December 31, 1996.

             2.   The Company's Quarterly Reports on Form 10-Q for the
   quarters ended March 31, 1997, June 30, 1997 and September 30, 1997.

             3.   All other reports filed since December 31, 1996 by the
   Company pursuant to Section 13(a) or 15(d) of the Securities Exchange Act
   of 1934, as amended.

             4.   The description of the Company's Common Stock contained in
   Item 4 of the Company's Registration Statement on Form 8-B filed May 2,
   1996, including any amendment or report filed for the purpose of updating
   such description.

             5.   The description of the Preferred Share Purchase Rights
   contained in Item 1 of the Company's Preferred Share Purchase Rights
   Registration Statement on Form 8-A filed February 15, 1996, and any
   amendments or reports filed for the purpose of updating such description.

             All documents subsequently filed by the Company 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 Bylaws 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.

   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 with or
   furnished to the Securities and Exchange Commission 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 31, 1997.

                                 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 31, 1997, by
   the following persons in the capacities indicated.  Each person whose
   signature appears below constitutes and appoints Timothy E. Hoeksema,
   Carol Skornicka and Robert S. Bahlman, and each of them individually, his
   or her attorneys-in-fact and agents, with full power of substitution and
   resubstitution for him or her and in his or her name, place and stead, in
   any and all capacities, to sign any and all amendments (including post-
   effective amendments) to the Registration Statement and to file the same,
   with all exhibits thereto, and other documents in connection therewith,
   with the Securities and Exchange Commission, granting unto said attorneys-
   in-fact and agents, and each of them, full power and authority to do and
   perform each and every act and thing requisite and necessary to be done in
   connection therewith, as fully to all intents and purposes as he or she
   might or could do in person, hereby ratifying and confirming all that said
   attorneys-in-fact and agents, or any of them, or their or his or her
   substitute or substitutes, may lawfully do or cause to be done by virtue
   hereof.



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


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


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


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


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



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



    /s/ Richard H. Sonnentag                       Director
    Richard H. Sonnentag

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



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


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

   <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 filed May
                 2, 1996 (File No. 1-13934))

    (4.2)        Midwest Express Holdings, Inc. 1995 Stock Option Plan, as
                 amended February 13, 1997

    (4.3)        Form of Nonqualified Stock Option (incorporated by
                 reference to Exhibit 4.4 to the Company's Registration
                 Statement on Form S-8 filed February 20, 1996 (No. 333-
                 1554))

    (4.4)        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 filed May 2, 1996 (File No. 1-13934))

    (4.5)        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))

    (4.6)        Second Amendment to Credit Agreement, dated as of April 30,
                 1997, amending the Credit Agreement dated September 27,
                 1995, as amended to date, among Midwest Express Holdings,
                 Inc., Firstar Bank Milwaukee, N.A., M&I Marshall & Ilsley
                 Bank, and Bank One, Milwaukee, N.A. (incorporated by
                 reference to Exhibit 4.1 to the Company's Quarterly Report
                 on Form 10-Q for the quarter ended March 31, 1997 (File No.
                 1-13934))

    (4.7)        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))

    (4.8)        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))

    (4.9)        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 filed May 2,
                 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)

              Midwest Express Holdings, Inc. 1995 Stock Option Plan
                            (Full title of the plan)
                              ____________________
                               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
     Title of                     Maximum     Proposed Maximum
    Securities      Amount        Offering        Aggregate       Amount of
       to be        to be          Price          Offering       Registration
    Registered  Registered (1)   Per Share          Price            Fee

    Common          675,000     $36.6875(3)   $24,764,063.00(3)  $7,305.40(2)
    Stock,         shares(2)                                        
    $.01 par
    value
                    
    Preferred       450,000
    Share          rights (2)       (4)              (4)             (4)
    Purchase
    Rights

   (1)      Pursuant to Rule 416(a) under the Securities Act of 1933, this
            Registration Statement also covers an indeterminate number of
            additional shares of Common Stock (and related Preferred Share
            Purchase Rights) that may become issuable as a result of stock
            splits, stock dividends, or similar transactions pursuant to the
            anti-dilution provisions of the 1995 Stock Option Plan.

   (2)      363,750 shares of Common Stock (and related Preferred Share
            Purchase Rights) (as adjusted to reflect the Registrant's three-
            for-two stock split effected May 28, 1997), and the corresponding
            registration fee of $2,367.51 that has been previously paid by
            the Registrant, are being carried forward from Registrant's
            earlier Registration Statement on Form S-8, Registration No. 333-
            1554.

   (3)      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 January 12, 1998.

   (4)      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.
                        _________________________________

            Pursuant to Rule 429 under the Securities Act of 1933, the
            Prospectus referred to herein also relates to the Registrant's
            Registration Statement on Form S-8, Registration No. 333-1554.
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") are hereby incorporated herein by
   reference:

             1.   The Company's Annual Report on Form 10-K for its fiscal
   year ended December 31, 1996.

             2.   The Company's Quarterly Reports on Form 10-Q for the
   quarters ended March 31, 1997, June 30, 1997 and September 30, 1997.

             3.   All other reports filed since December 31, 1996 by the
   Company pursuant to Section 13(a) or 15(d) of the Securities Exchange Act
   of 1934, as amended.

             4.   The description of the Company's Common Stock contained in
   Item 4 of the Company's Registration Statement on Form 8-B filed May 2,
   1996, including any amendment or report filed for the purpose of updating
   such description.

             5.   The description of the Preferred Share Purchase Rights
   contained in Item 1 of the Company's Preferred Share Purchase Rights
   Registration Statement on Form 8-A filed February 15, 1996, and any
   amendments or reports filed for the purpose of updating such description.

             All documents subsequently filed by the Company 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 Bylaws 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.

   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 with or
   furnished to the Securities and Exchange Commission 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 31, 1997.

                                 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 31, 1997, by
   the following persons in the capacities indicated.  Each person whose
   signature appears below constitutes and appoints Timothy E. Hoeksema,
   Carol Skornicka and Robert S. Bahlman, and each of them individually, his
   or her attorneys-in-fact and agents, with full power of substitution and
   resubstitution for him or her and in his or her name, place and stead, in
   any and all capacities, to sign any and all amendments (including post-
   effective amendments) to the Registration Statement and to file the same,
   with all exhibits thereto, and other documents in connection therewith,
   with the Securities and Exchange Commission, granting unto said attorneys-
   in-fact and agents, and each of them, full power and authority to do and
   perform each and every act and thing requisite and necessary to be done in
   connection therewith, as fully to all intents and purposes as he or she
   might or could do in person, hereby ratifying and confirming all that said
   attorneys-in-fact and agents, or any of them, or their or his or her
   substitute or substitutes, may lawfully do or cause to be done by virtue
   hereof.

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

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

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

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

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

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

    /s/ Richard H. Sonnentag                       Director
    Richard H. Sonnentag

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

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

    /s/ John W. Weekly                             Director
    John W. Weekly
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 filed May
                 2, 1996 (File No. 1-13934))

    (4.2)        Midwest Express Holdings, Inc. 1995 Stock Option Plan, as
                 amended February 13, 1997

    (4.3)        Form of Nonqualified Stock Option (incorporated by
                 reference to Exhibit 4.4 to the Company's Registration
                 Statement on Form S-8 filed February 20, 1996 (No. 333-
                 1554))

    (4.4)        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 filed May 2, 1996 (File No. 1-13934))

    (4.5)        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))

    (4.6)        Second Amendment to Credit Agreement, dated as of April 30,
                 1997, amending the Credit Agreement dated September 27,
                 1995, as amended to date, among Midwest Express Holdings,
                 Inc., Firstar Bank Milwaukee, N.A., M&I Marshall & Ilsley
                 Bank, and Bank One, Milwaukee, N.A. (incorporated by
                 reference to Exhibit 4.1 to the Company's Quarterly Report
                 on Form 10-Q for the quarter ended March 31, 1997 (File No.
                 1-13934))

    (4.7)        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))

    (4.8)        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))

    (4.9)        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 filed May 2,
                 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)