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) November 1, 1996



                     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)


 30 N.W. Rome Circle, Mezzanine Level, Kansas City International 
               Airport, Kansas City,Missouri 64153
   (Address of principal executive offices including zip code)


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




                                    Page 1 of 4
                                    Exhibit at Page 4<PAGE>
Item 5.   Other Events.


The Company issued a press release on November 1, 1996, announcingthat
Robert J. McAdoo, Chief Executive Officer and President of the Company
and Chairman of the Board  resigned effective November 1, 1996.  Mr.
McAdoo will continue as a director of the Company.  The Board of
Directors has named John P. Tague as Chief Executive Officer and
President and Chairman of the Board of Directors.  Mr. Tague currently is
Chief Executive Officer and President and Chairman of the Board of
Directors of Air South Airlines, Inc.  Mr. Tague will continue in his
positions as Chief Executive Officer and President and Chairman of the
Board of Directors of Air South.   A copy of the press release in connection
with these announcements is attached hereto as Exhibit 99.1.

          

Item 7.   Financial Statements and Exhibits.


               Exhibits.

               99.1  Press release dated November 1, 1996.

               <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, in the City of Kansas
City, State of Missouri, on November 1, 1996.


                         VANGUARD AIRLINES, INC. 




                         By /s/ John Tague        
                              John Tague
                              Chairman of the Board,
                              President and Chief Executive
                              Officer

<PAGE>
    INDEX TO FINANCIAL STATEMENTS AND EXHIBITS


Exhibit
Numbers<PAGE>
Description<PAGE>
Sequential
Page Number<PAGE>
99.1<PAGE>
Press release dated
November 1, 1996
<PAGE>
<PAGE>
                         EXHIBIT 99.1

                   PRESS RELEASE

                                   CONTACT:  Randy
                                             Smith
                                             (816)
                                             243-2113


For Immediate Release

   VANGUARD ANNOUNCES THIRD-QUARTER RESULTS, THE
RESIGNATION OF CHIEF EXECUTIVE OFFICER AND APPOINTMENT OF JOHN
TAGUE
            AS CHIEF EXECUTIVE OFFICER 


Kansas City, MO-- November 1, 1996 -- Vanguard Airlines, Inc. (the
"Company") (NASDAQ:VNGD)  announced third-quarter results today.  The
Company's net loss for the third quarter of 1996 was approximately $3.6
million  or $(0.40)  per share compared to a third-quarter 1995 net loss of
approximately $667,000 or $(0.10) per share.  Total operating revenues for
third-quarter 1996 increased 80% to approximately $19.9 million as
compared to approximately $11.1 million for third-quarter 1995.

Vanguard also announced today that effective November 1, 1996 Robert J.
McAdoo resigned as Chief Executive Officer and President of the Company
and as Chairman of the Board of Directors.  Mr. McAdoo will continue as
a director of the Company.  

The Company's Board of Directors has named John P. Tague as Chief
Executive Officer and President and as Chairman of the Board of Directors. 
Mr. Tague currently is Chairman, President and Chief Executive Officer
of Air South Airlines, Inc ("Air South").  Mr. Tague will continue in his
positions as Chairman, President and Chief Executive Officer of Air South. 
Prior to joining Air South in July of 1996, Mr. Tague was President and
Chief Operating Officer of American Trans Air, the nation's 10th largest
airline, which he joined in 1991.  He resigned from American Trans Air in
July 1995 to form the Pointe Group L.L.C.

Mr Tague said, "While Vanguard's third-quarter results are disappointing,
it is a Company with great potential.  We will aggressively focus on
building Vanguard's strengths in our drive to achieve satisfactory financial
performance."

Tague continued, "Everyone involved with Vanguard owes Bob McAdoo
a great deal of gratitude.  He had the vision and perseverance to found
Vanguard Airlines and has built a quality Company. I look forward to his
continued input as a member of the Company's Board of Directors."

This press release contains forward-looking statements that involve risks
and uncertainties.   The actual results may differ significantly from those
currently anticipated.  Factors that may cause such differences include, but
are not limited to, general economic conditions, competition, and fuel costs.

Vanguard, which began service in December 1994 and is headquartered in
Kansas City, is a low-price, short- to medium-haul passenger airline
providing convenient, scheduled jet services to 13 cities throughout the West,
Rocky Mountains and Midwest.  Vanguard currently serves
Chicago-Midway, Dallas/Ft. Worth,  Denver, Des Moines, Kansas City, Los
Angeles,  Minneapolis/St. Paul, Salt Lake City, San Francisco, Cincinnati,
Seattle, Phoenix,  and Wichita. The company currently employs more than
568 people and operates a fleet of eight aircraft, consisting of six Boeing
737-200s and two Boeing 737-300s.
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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) November 1, 1996

                     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)

 30 N.W. Rome Circle, Mezzanine Level, Kansas City International 
               Airport, Kansas City,Missouri 64153
   (Address of principal executive offices including zip code)

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

                                    Page 1 of 4
                                    Exhibit at Page 4
Item 5.   Other Events.

The Company issued a press release on November 1, 1996, announcingthat
Robert J. McAdoo, Chief Executive Officer and President of the Company
and Chairman of the Board  resigned effective November 1, 1996.  Mr.
McAdoo will continue as a director of the Company.  The Board of
Directors has named John P. Tague as Chief Executive Officer and
President and Chairman of the Board of Directors.  Mr. Tague currently is
Chief Executive Officer and President and Chairman of the Board of
Directors of Air South Airlines, Inc.  Mr. Tague will continue in his
positions as Chief Executive Officer and President and Chairman of the
Board of Directors of Air South.   A copy of the press release in connection
with these announcements is attached hereto as Exhibit 99.1.

          

Item 7.   Financial Statements and Exhibits.

               Exhibits.

               99.1  Press release dated November 1, 1996.
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, in the City of Kansas
City, State of Missouri, on November 1, 1996.

                         VANGUARD AIRLINES, INC. 

                         By /s/ John Tague        
                              John Tague
                              Chairman of the Board,
                              President and Chief Executive
                              Officer
INDEX TO FINANCIAL STATEMENTS AND EXHIBITS

Exhibit
Numbers
Description
Sequential
Page Number
99.1
Press release dated
November 1, 1996
EXHIBIT 99.1

                   PRESS RELEASE

                                   CONTACT:  Randy
                                             Smith
                                             (816)
                                             243-2113

For Immediate Release

   VANGUARD ANNOUNCES THIRD-QUARTER RESULTS, THE
RESIGNATION OF CHIEF EXECUTIVE OFFICER AND APPOINTMENT OF JOHN
TAGUE
            AS CHIEF EXECUTIVE OFFICER 

Kansas City, MO-- November 1, 1996 -- Vanguard Airlines, Inc. (the
"Company") (NASDAQ:VNGD)  announced third-quarter results today.  The
Company's net loss for the third quarter of 1996 was approximately $3.6
million  or $(0.40)  per share compared to a third-quarter 1995 net loss of
approximately $667,000 or $(0.10) per share.  Total operating revenues for
third-quarter 1996 increased 80% to approximately $19.9 million as
compared to approximately $11.1 million for third-quarter 1995.

Vanguard also announced today that effective November 1, 1996 Robert J.
McAdoo resigned as Chief Executive Officer and President of the Company
and as Chairman of the Board of Directors.  Mr. McAdoo will continue as
a director of the Company.  

The Company's Board of Directors has named John P. Tague as Chief
Executive Officer and President and as Chairman of the Board of Directors. 
Mr. Tague currently is Chairman, President and Chief Executive Officer
of Air South Airlines, Inc ("Air South").  Mr. Tague will continue in his
positions as Chairman, President and Chief Executive Officer of Air South. 
Prior to joining Air South in July of 1996, Mr. Tague was President and
Chief Operating Officer of American Trans Air, the nation's 10th largest
airline, which he joined in 1991.  He resigned from American Trans Air in
July 1995 to form the Pointe Group L.L.C.

Mr Tague said, "While Vanguard's third-quarter results are disappointing,
it is a Company with great potential.  We will aggressively focus on
building Vanguard's strengths in our drive to achieve satisfactory financial
performance."

Tague continued, "Everyone involved with Vanguard owes Bob McAdoo
a great deal of gratitude.  He had the vision and perseverance to found
Vanguard Airlines and has built a quality Company. I look forward to his
continued input as a member of the Company's Board of Directors."

This press release contains forward-looking statements that involve risks
and uncertainties.   The actual results may differ significantly from those
currently anticipated.  Factors that may cause such differences include, but
are not limited to, general economic conditions, competition, and fuel costs.

Vanguard, which began service in December 1994 and is headquartered in
Kansas City, is a low-price, short- to medium-haul passenger airline
providing convenient, scheduled jet services to 13 cities throughout the West,
Rocky Mountains and Midwest.  Vanguard currently serves
Chicago-Midway, Dallas/Ft. Worth,  Denver, Des Moines, Kansas City, Los
Angeles,  Minneapolis/St. Paul, Salt Lake City, San Francisco, Cincinnati,
Seattle, Phoenix,  and Wichita. The company currently employs more than
568 people and operates a fleet of eight aircraft, consisting of six Boeing
737-200s and two Boeing 737-300s.