SECURITIES AND EXCHANGE
                   COMMISSION WASHINGTON, D.C.  20549
                             FORM 8-K

               Current Report Pursuant to Section 13
                     or 15(d) of The Securities
                        Exchange Act of 1934



            Date of Report (Date of earliest event reported)
                            May 24, 2000



                          VANGUARD AIRLINES, INC.
                         ------------------------

           (Exact name of registrant as specified in its charter)



           DELAWARE              0-27034          48-1149290
           --------              ----------       ---------

       (State or other          (Commission      (I.R.S. Employer
      jurisdiction of           File Number)   Identification No.)
        incorporation)


                 533 Mexico City Avenue, Kansas City, MO  64153
                   (Address of principal executive offices
                            including zip code)



                   Registrant's telephone number,
                         including area code
                           (816) 243-2100



<PAGE>

ITEM 5.   OTHER EVENTS.

     The Company issued a press release on May 24,
2000 announcing Mr. Jeff S. Potter has become
Vanguard Airlines new Chief Executive Officer and
President.  Mr. Potter will replace Robert J. Spane
who has been CEO and President since June 1997. Mr.
Spane will remain with the Company as Chairman of the
Board. Mr. Potter was also elected as a member of the
Board of Directors.

     A copy of the press release is attached hereto
as Exhibit A.

<PAGE>


                      SIGNATURE

     Pursuant to the requirements of the Securities
Exchange Act of 1934, the Registrant has duly caused
this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                    VANGUARD AIRLINES, INC.
Date:          May 24, 2000

                                   /s/ Jeff S. Potter
                                   -------------------
                                   By:  Jeff S. Potter
                                   President and
                                   Chief Executive Officer
<PAGE>



                                                EXHIBIT A

FOR IMMEDIATE RELEASE
MAY 24, 2000

Contact:  Alan Carr
          (816) 243-2136
          acarr@flyvanguard.com

                        VANGUARD AIRLINES ANNOUNCES
                       NEW CHIEF EXECUTIVE OFFICER
                              AND PRESIDENT


KANSAS CITY, MO-- Vanguard Airlines, Inc.
(Nasdaq SmallCap: VNGD) today announced that
Mr. Jeff S. Potter has become Vanguard
Airlines new Chief Executive Officer and
President.  Mr. Potter will replace Robert J.
Spane who has been CEO and President since
June 1997.  Mr. Spane will remain with the
Company as Chairman of the Board.  Mr. Potter
was also elected as a member of the Board of
Directors.

Mr. Spane said, "We are indeed fortunate to
engage Mr. Potter as Vanguard's new CEO and
President.  Jeff brings almost 20 years of
Airline experience to Vanguard.  In his most
recent position as Vice President of Marketing
for Frontier Airlines, he was pivotal in
Frontier's turnaround and success.  We are
confident he will make a major impact at
Vanguard.  Jeff brings the experience,
enthusiasm, and energy that will provide
Vanguard with the direction it needs to
further define its strategy to successfully
transition the Company into the future."

Mr. Spane continued, "With Jeff effectively
leading Vanguard, I will be able to devote the
appropriate time to those issues that are
'external' to Vanguard.  I believe we will
make a very effective team."

Mr. Potter said, "I am excited at the
opportunity to lead Vanguard Airlines.  I am
happy to be a part of the Vanguard team, which
is comprised of hundreds of dedicated and
hardworking employees.  Vanguard has survived
and thrived in an extremely competitive
industry, a feat that few airlines achieve.
<PAGE>
Vanguard has made great progress under Mr.
Spane's leadership.  I look forward to Mr.
Spane's continued input as the Chairman of the
Board."

Vanguard, which began service in December 1994
and is headquartered in Kansas City, is a low-
fare, 100 percent ticketless passenger airline
providing convenient and frequent scheduled
jet services to the following nine cities:
Atlanta, Buffalo/Niagara Falls, Chicago-
Midway, Dallas/Ft. Worth, Denver, Kansas City,
Minneapolis/St. Paul, Myrtle Beach and
Pittsburgh.  The Company employs approximately
950 full-time equivalent Employees and
currently operates a fleet of 15 Boeing 737s.
For more information on Vanguard or to book
reservations online, please visit the
Company's Web site at www.FlyVanguard.com.

This press release contains forward-looking
statements that involve risks and
uncertainties. Such forward-looking statements
are made based on management's belief, as well
as assumptions made by, and information
currently available to, management pursuant to
the "safe harbor" provisions of the Private
Securities Litigation Reform Act of 1995.
Further information on such risks and
uncertainties that could affect the Company's
financial results are included in the
Company's filings with the Securities and
Exchange Commission, including the Form 10-K
for the year ended December 31, 1999 and in
subsequent filings filed with the Securities
and Exchange Commission.
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SECURITIES AND EXCHANGE
                   COMMISSION WASHINGTON, D.C.  20549
                             FORM 8-K

               Current Report Pursuant to Section 13
                     or 15(d) of The Securities
                        Exchange Act of 1934

            Date of Report (Date of earliest event reported)
                            May 24, 2000

                          VANGUARD AIRLINES, INC.
                         ------------------------

           (Exact name of registrant as specified in its charter)

           DELAWARE              0-27034          48-1149290
           --------              ----------       ---------

       (State or other          (Commission      (I.R.S. Employer
      jurisdiction of           File Number)   Identification No.)
        incorporation)

                 533 Mexico City Avenue, Kansas City, MO  64153
                   (Address of principal executive offices
                            including zip code)

                   Registrant's telephone number,
                         including area code
                           (816) 243-2100
ITEM 5.   OTHER EVENTS.

     The Company issued a press release on May 24,
2000 announcing Mr. Jeff S. Potter has become
Vanguard Airlines new Chief Executive Officer and
President.  Mr. Potter will replace Robert J. Spane
who has been CEO and President since June 1997. Mr.
Spane will remain with the Company as Chairman of the
Board. Mr. Potter was also elected as a member of the
Board of Directors.

     A copy of the press release is attached hereto
as Exhibit A.
SIGNATURE

     Pursuant to the requirements of the Securities
Exchange Act of 1934, the Registrant has duly caused
this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                    VANGUARD AIRLINES, INC.
Date:          May 24, 2000

                                   /s/ Jeff S. Potter
                                   -------------------
                                   By:  Jeff S. Potter
                                   President and
                                   Chief Executive Officer
EXHIBIT A

FOR IMMEDIATE RELEASE
MAY 24, 2000

Contact:  Alan Carr
          (816) 243-2136
          acarr@flyvanguard.com

                        VANGUARD AIRLINES ANNOUNCES
                       NEW CHIEF EXECUTIVE OFFICER
                              AND PRESIDENT

KANSAS CITY, MO-- Vanguard Airlines, Inc.
(Nasdaq SmallCap: VNGD) today announced that
Mr. Jeff S. Potter has become Vanguard
Airlines new Chief Executive Officer and
President.  Mr. Potter will replace Robert J.
Spane who has been CEO and President since
June 1997.  Mr. Spane will remain with the
Company as Chairman of the Board.  Mr. Potter
was also elected as a member of the Board of
Directors.

Mr. Spane said, "We are indeed fortunate to
engage Mr. Potter as Vanguard's new CEO and
President.  Jeff brings almost 20 years of
Airline experience to Vanguard.  In his most
recent position as Vice President of Marketing
for Frontier Airlines, he was pivotal in
Frontier's turnaround and success.  We are
confident he will make a major impact at
Vanguard.  Jeff brings the experience,
enthusiasm, and energy that will provide
Vanguard with the direction it needs to
further define its strategy to successfully
transition the Company into the future."

Mr. Spane continued, "With Jeff effectively
leading Vanguard, I will be able to devote the
appropriate time to those issues that are
'external' to Vanguard.  I believe we will
make a very effective team."

Mr. Potter said, "I am excited at the
opportunity to lead Vanguard Airlines.  I am
happy to be a part of the Vanguard team, which
is comprised of hundreds of dedicated and
hardworking employees.  Vanguard has survived
and thrived in an extremely competitive
industry, a feat that few airlines achieve.
Vanguard has made great progress under Mr.
Spane's leadership.  I look forward to Mr.
Spane's continued input as the Chairman of the
Board."

Vanguard, which began service in December 1994
and is headquartered in Kansas City, is a low-
fare, 100 percent ticketless passenger airline
providing convenient and frequent scheduled
jet services to the following nine cities:
Atlanta, Buffalo/Niagara Falls, Chicago-
Midway, Dallas/Ft. Worth, Denver, Kansas City,
Minneapolis/St. Paul, Myrtle Beach and
Pittsburgh.  The Company employs approximately
950 full-time equivalent Employees and
currently operates a fleet of 15 Boeing 737s.
For more information on Vanguard or to book
reservations online, please visit the
Company's Web site at www.FlyVanguard.com.

This press release contains forward-looking
statements that involve risks and
uncertainties. Such forward-looking statements
are made based on management's belief, as well
as assumptions made by, and information
currently available to, management pursuant to
the "safe harbor" provisions of the Private
Securities Litigation Reform Act of 1995.
Further information on such risks and
uncertainties that could affect the Company's
financial results are included in the
Company's filings with the Securities and
Exchange Commission, including the Form 10-K
for the year ended December 31, 1999 and in
subsequent filings filed with the Securities
and Exchange Commission.