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) July 22, 1997
                        


           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 5
                               Exhibit at Page 4
                                           PAGE
<PAGE>
ITEM 5.   OTHER EVENTS.


          On July 22, 1997, Richard D. Pearson resigned from his position as
a board member of Vanguard Airlines, Inc. (the "Company").  The Board
of Directors will consider whether to fill the vacancy on the Board created
by Mr. Pearson's resignation.

     This item is reported under Item 5 of this Form 8-K rather than
Item 6 because Mr. Pearson's resignation was not the result of a
disagreement with the Company's operations, policies or practices.

      The Company issued a press release on July 28, 1997, announcing the
resignation of Richard D. Pearson as a board member, a copy of which 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, in the City of Kansas City,
State of Missouri, on July 28, 1997.


                                   VANGUARD
AIRLINES, INC. 




                              /S/ ROBERT J. SPANE
          
                                   Robert J. Spane
                                                  Chairman of the
Board, Chief Executive                                 Officer and President
<PAGE>






                    EXHIBIT A
                        








                        
                        
NEWS RELEASE 
30 NW Rome Circle                         July 28, 1997
Kansas City International Airport
 Kansas City, MO  64153
 (816) 243-2100 

FOR IMMEDIATE RELEASE   
Contact:  Lynne McAdoo (816) 243-2141 


         RICHARD D. PEARSON RESIGNS FROM
           VANGUARD AIRLINES' BOARD OF
                    DIRECTORS
                             

Kansas City, MO -- Vanguard Airlines, Inc. (OTC: VNGD)  announced
today that board member Richard D. Pearson resigned as of July 22, 1997
from its Board of Directors.  Mr. Pearson resigned due to other business
commitments.  The Board of Directors is considering whether to fill the
vacancy on the Board.  

<PAGE>
Mr. Pearson said,  "It was a great pleasure serving on the Vanguard Board
of Directors and I will continue to take great interest in the future of
Vanguard."

Robert J. Spane, Chairman, Chief Executive Officer and President of
Vanguard Airlines, said,  "Richard Pearson has been a valuable member of
Vanguard's Board of Directors since 1994 and we appreciate his continued
support of Kansas City's Hometown Airline."

Vanguard Airlines, which began service in December 1994 and is
headquartered in Kansas City, is a low-price, passenger airline providing
convenient, scheduled jet service.  Vanguard serves the following 12
cities: Atlanta, Chicago-Midway, Dallas/Ft. Worth, Denver, Des Moines,
Kansas City, Las Vegas, Los Angeles, Minneapolis/St. Paul, Orlando, San
Francisco and Tampa/St. Petersburg.  Vanguard will discontinue service to
Des Moines, Las Vegas, Los Angeles, Orlando and Tampa/St. Petersburg
on September 2, 1997.  Vanguard Airlines will initiate service to New
York City-JFK on September 3, 1997.  The Company employs
approximately 500 people and currently operates a fleet of seven aircraft
consisting of Boeing 737-200s.

<PAGE>
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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) July 22, 1997
                        

           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 5
                               Exhibit at Page 4
                                           PAGE
ITEM 5.   OTHER EVENTS.

          On July 22, 1997, Richard D. Pearson resigned from his position as
a board member of Vanguard Airlines, Inc. (the "Company").  The Board
of Directors will consider whether to fill the vacancy on the Board created
by Mr. Pearson's resignation.

     This item is reported under Item 5 of this Form 8-K rather than
Item 6 because Mr. Pearson's resignation was not the result of a
disagreement with the Company's operations, policies or practices.

      The Company issued a press release on July 28, 1997, announcing the
resignation of Richard D. Pearson as a board member, a copy of which 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, in the City of Kansas City,
State of Missouri, on July 28, 1997.

                                   VANGUARD
AIRLINES, INC. 

                              /S/ ROBERT J. SPANE
          
                                   Robert J. Spane
                                                  Chairman of the
Board, Chief Executive                                 Officer and President
EXHIBIT A
                        

                        
                        
NEWS RELEASE 
30 NW Rome Circle                         July 28, 1997
Kansas City International Airport
 Kansas City, MO  64153
 (816) 243-2100 

FOR IMMEDIATE RELEASE   
Contact:  Lynne McAdoo (816) 243-2141 

         RICHARD D. PEARSON RESIGNS FROM
           VANGUARD AIRLINES' BOARD OF
                    DIRECTORS
                             

Kansas City, MO -- Vanguard Airlines, Inc. (OTC: VNGD)  announced
today that board member Richard D. Pearson resigned as of July 22, 1997
from its Board of Directors.  Mr. Pearson resigned due to other business
commitments.  The Board of Directors is considering whether to fill the
vacancy on the Board.
Mr. Pearson said,  "It was a great pleasure serving on the Vanguard Board
of Directors and I will continue to take great interest in the future of
Vanguard."

Robert J. Spane, Chairman, Chief Executive Officer and President of
Vanguard Airlines, said,  "Richard Pearson has been a valuable member of
Vanguard's Board of Directors since 1994 and we appreciate his continued
support of Kansas City's Hometown Airline."

Vanguard Airlines, which began service in December 1994 and is
headquartered in Kansas City, is a low-price, passenger airline providing
convenient, scheduled jet service.  Vanguard serves the following 12
cities: Atlanta, Chicago-Midway, Dallas/Ft. Worth, Denver, Des Moines,
Kansas City, Las Vegas, Los Angeles, Minneapolis/St. Paul, Orlando, San
Francisco and Tampa/St. Petersburg.  Vanguard will discontinue service to
Des Moines, Las Vegas, Los Angeles, Orlando and Tampa/St. Petersburg
on September 2, 1997.  Vanguard Airlines will initiate service to New
York City-JFK on September 3, 1997.  The Company employs
approximately 500 people and currently operates a fleet of seven aircraft
consisting of Boeing 737-200s.