AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER
16, 1999
                                       REGISTRATION NO. 333-_____
_________________________________________________________________
_________________________________________________________________

                SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C.  20549

                       ____________________


                             FORM S-8

                      REGISTRATION STATEMENT

                              Under

                    The Securities Act of 1933

                     _______________________
                     VANGUARD AIRLINES, INC.
      (Exact name of registrant as specified in its charter)

 DELAWARE                                         48-1149290
(State or other jurisdiction of                   (I.R.S.
incorporation or organization                     Employer
                                                  Identification
                                                  No.)

                  7000 SQUIBB ROAD, THIRD FLOOR
                      MISSION, KANSAS 66202
       (Address, Principal Executive Offices)    (Zip Code)
                    _________________________

          EMPLOYMENT AGREEMENT, DATED NOVEMBER 3, 1997,
       BETWEEN VANGUARD AIRLINES, INC. AND ROBERT J. SPANE

           CONSULTING AGREEMENT, DATED JANUARY 1, 1999,
       BETWEEN VANGUARD AIRLINES, INC. AND JOHN J. McCARTHY
                     (Full title of the plan)

 Brian S. Gillman, Vice President and General Counsel, Vanguard
                          Airlines, Inc.
                  7000 Squibb Road, Third Floor
                      Mission, Kansas 66202
             (Name and address of agent for service)

                          (913) 789-1388
  (Telephone number, including area code, of agent for service)

                      ______________________


<TABLE>
                  CALCULATION OF REGISTRATION FEE
<CAPTION>
________________________________________________________________________
<S>          <C>          <C>                <C>         <C>
TITLE OF     AMOUNT       PROPOSED           PROPOSED    AMOUNT OF
SECURITIES   TO BE        MAXIMUM OFFERING   MAXIMUM     REGISTRATION
TO BE        REGISTERED   PRICE PER SHARE    AGGREGATE   FEE
REGISTERED   <F2>         <F1>               OFFERING
                                             PRICE<F1>
________________________________________________________________________
Common Stock,
$.001 par     680,883      $2.50            $1,695,233.50   $471.27
value
________________________________________________________________________

<F1>
          Pursuant to Rule 457(h) of the Securities Act of 1933,
          and solely for the purpose of calculating the amount of
          the registration fee, the proposed maximum offering
          price per unit and proposed maximum aggregate offering
          price is based on (i) the $2.50 price at which options
          may be exercised with respect to 677,396 shares, and
          (ii) the $0.50 price at which options may be exercised
          with respect to 3,487 shares.

<F2>
          The provisions of Rule 416 shall apply to this
          Registration Statement and the number of shares
          registered on this Registration Statement automatically
          shall increase or decrease as a result of future stock
          splits, stock dividends or similar transactions.

</TABLE>
________________________________________________________________________
<PAGE>
                               PART II

        INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.

          Vanguard Airlines, Inc., a Delaware corporation (the
"Registrant") hereby incorporates by reference into this
Registration Statement the following documents: (i) the
Registrant's Annual Report on Form 10-K for the year ended
December 31, 1998; (ii) the Registrant's Quarterly Report on Form
10-Q for the quarter ended March 31, 1999; (iii) the Registrant's
Quarterly Report on Form 10-Q for the quarter ended June 30,
1999; and (iv) the description of the Common Stock of the
Registrant which is contained in the Registrant's Registration
Statement on Form 8-A (File No. 0-27034), including any
amendments or reports filed for the purpose of updating such
description.

          All documents filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange
Act of 1934 subsequent to the date of this Registration Statement
and prior to the filing of a post-effective amendment which
indicates that all securities offered hereby have been sold or
which deregisters all securities offered hereby remaining unsold,
shall be deemed to be incorporated by reference herein and to be
a part hereof from the date of the filing of such reports and
documents, except in no event shall any information included in
any such document in response to Item 402(i), (k) or (l) of
Regulation S-K be deemed to constitute part of this Registration
Statement.

          Any statement contained herein or in a document
incorporated or deemed to be incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained
in any subsequently filed document which is deemed to be
incorporated by reference herein modifies or supersedes such
statement.  Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute
a part of this Registration Statement.

ITEM 4.   DESCRIPTION OF SECURITIES.

          Not applicable.

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.

          The validity of the shares of the Common Stock of the
Registrant registered pursuant to this Registration Statement
will be passed upon by the Company's Vice President and General
Counsel, Brian S. Gillman.

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

          (a)  Section 145 of the General Corporation Law of the
State of Delaware (the "DGCL") gives Delaware corporations broad
powers to indemnify their present and former directors <PAGE> and
officers and those of affiliated corporations against expenses
incurred in the defense of any lawsuit to which they are made
parties by reason of being or having been such directors or
officers, subject to specified conditions and exclusions, gives a
director or officer who successfully defends an action the right
to be so indemnified, and authorizes the Registrant to buy
directors' and officers' liability insurance.  Such
indemnification is not exclusive of any other rights to which
those indemnified may be entitled under any by-laws, agreement,
vote of stockholders or otherwise.

          (b)  The Company's Bylaws provide that the Company
shall indemnify officers and directors to the extent provided
therein.  The Bylaws also permit the Board of Directors to
authorize the Company to purchase and maintain insurance against
any liability asserted against any director, officer, employee or
agent of the Company arising out of his or her capacity as such.

          (c)  In accordance with Section 102(b)(7) of the DGCL,
the Registrant's Certificate of Incorporation provides that
directors shall not be personally liable for monetary damages for
breaches of their fiduciary duty as directors except for (1)
breaches of their duty of loyalty to the Registrant or its
stockholders, (2) acts or omissions not in good faith or which
involve intentional misconduct or knowing violations of law, (3)
under Section 174 of the DGCL (unlawful payment of dividends) or
(4) transactions from which a director derives an improper
personal benefit.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

          Not applicable.

ITEM 8.   EXHIBITS.

          A list of the exhibits included as part of this
Registration Statement is set forth in the Exhibit Index which
immediately precedes such exhibits and is incorporated by
reference herein.

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;

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

                    (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 (1)(i) and
     (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 that are incorporated by reference in
     the Registration Statement.

               (2)  That, for the purpose of determining any
     liability under the Securities Act of 1933, each such post-
     effective amendment shall be deemed to be a new registration
     statement relating to the securities offered therein, 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 that 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, each filing of the Registrant's annual report
pursuant to Section 13(a) or Section 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d)
of the Securities Exchange Act of 1934) that is incorporated by
reference in the Registration Statement shall be deemed to be a
new registration statement relating to the securities offered
therein, 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 may be permitted to directors,
officers and controlling persons of the Registrant, 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 Mission, State of Kansas, on September 16, 1999.

                              VANGUARD AIRLINES, INC.


                              By: /s/ Robert J. Spane
                                  Robert J. Spane
                                  Chairman, President and Chief
                                  Executive Officer


                        POWER OF ATTORNEY

          KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below hereby constitutes and appoints Robert J.
Spane and William A. Garrett the true and lawful attorneys-in-fact
and agents of the undersigned, with full power of substitution and
resubstitution, for and in the name, place and stead of the
undersigned, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this
Registration Statement and all documents relating thereto, 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, full
power and authority to do and perform each and every act and
thing necessary or advisable to be done in and about the
premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or his substitute or substitutes,
lawfully may do or cause to be done by virtue hereof.

          Pursuant to the requirements of the Securities Act of
1933, this Registration Statement has been signed by the
following persons in the capacities and on the date indicated.


        Signature               Title                        Date

/s/ Robert J. Spane      Chairman, President and Chief  September 16, 1999
Robert J. Spane          Executive Officer (Principal
                         Executive Officer)


/s/ William A. Garrett   Vice President and Chief       September 16, 1999
William A. Garrett       Financial Officer (Principal
                         Financial and Accounting
                         Officer)

<PAGE>

/s/ Lee M. Gammill, Jr.  Director                       September 16, 1999
Lee M. Gammill, Jr.


/s/ Denis T. Rice        Director                       September 16, 1999
Denis T. Rice

/s/ Leighton W. Smith    Director                       September 16, 1999
Leighton W. Smith
<PAGE>
<TABLE>
                         EXHIBIT INDEX
<CAPTION>

                                                           <C>
<C>                        <C>                             Page
Number                     Description                      No.

4(a)      Restated Certificate of Incorporation, as         *
          amended (filed as Exhibit 4(a) to
          Registrant's Registration Statement on Form
          S-8 (File No. 333-57465) and incorporated
          herein by reference).

4(b)      Bylaws of Registrant, as amended to date          *
          (filed as Exhibit 3.2 to Amendment No. 2 to
          the Registrant's Registration Statement on
          Form S-1 (File No. 33-96884) and
          incorporated herein by reference).

4(c)      Specimen Common Stock Certificate (filed as       *
          Exhibit 4.1 to Amendment No. 3 to the
          Registrant's Registration Statement on Form
          S-1 (File No. 33-96884) and incorporated
          herein by reference).

4(d)      Employment Agreement, dated as of                 *
          November 3, 1997, between Vanguard Airlines,
          Inc. and Robert J. Spane (filed as Exhibit
          10.17 to Registrant's Annual Report on Form
          10-K for the year ended December 31, 1997
          (File No. 000-27034), and incorporated
          herein by reference).

4(e)      Nonstatutory Stock Option Agreement, dated        __
          May 18, 1999, between Vanguard Airlines,
          Inc. and Robert J. Spane.

4(f)      Consulting Agreement, dated January 1, 1999,      __
          between Vanguard Airlines, Inc. and John J.
          McCarthy.

4(g)      Nonstatutory Stock Option Agreement, dated        __
          May 18, 1999, between Vanguard Airlines,
          Inc. and John J. McCarthy.

5         Opinion of Brian S. Gillman with respect to       __
          the legality of the Common Stock of the
          Registrant registered hereby.

23(a)     Consent of Registrant's Independent               __
          Auditors.

23(b)     Consent of Registrant's Counsel (contained
          in the Opinion of Counsel filed as Exhibit
          5).

24        Power of Attorney (included on signature
          page hereto).



*     Incorporated by reference.







</TABLE>
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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER
16, 1999
                                       REGISTRATION NO. 333-_____
_________________________________________________________________
_________________________________________________________________

                SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C.  20549

                       ____________________

                             FORM S-8

                      REGISTRATION STATEMENT

                              Under

                    The Securities Act of 1933

                     _______________________
                     VANGUARD AIRLINES, INC.
      (Exact name of registrant as specified in its charter)

 DELAWARE                                         48-1149290
(State or other jurisdiction of                   (I.R.S.
incorporation or organization                     Employer
                                                  Identification
                                                  No.)

                  7000 SQUIBB ROAD, THIRD FLOOR
                      MISSION, KANSAS 66202
       (Address, Principal Executive Offices)    (Zip Code)
                    _________________________

          EMPLOYMENT AGREEMENT, DATED NOVEMBER 3, 1997,
       BETWEEN VANGUARD AIRLINES, INC. AND ROBERT J. SPANE

           CONSULTING AGREEMENT, DATED JANUARY 1, 1999,
       BETWEEN VANGUARD AIRLINES, INC. AND JOHN J. McCARTHY
                     (Full title of the plan)

 Brian S. Gillman, Vice President and General Counsel, Vanguard
                          Airlines, Inc.
                  7000 Squibb Road, Third Floor
                      Mission, Kansas 66202
             (Name and address of agent for service)

                          (913) 789-1388
  (Telephone number, including area code, of agent for service)

                      ______________________

                  CALCULATION OF REGISTRATION FEE
________________________________________________________________________
TITLE OF     AMOUNT       PROPOSED           PROPOSED    AMOUNT OF
SECURITIES   TO BE        MAXIMUM OFFERING   MAXIMUM     REGISTRATION
TO BE        REGISTERED   PRICE PER SHARE    AGGREGATE   FEE
REGISTERED
OFFERING
                                             PRICE
________________________________________________________________________
Common Stock,
$.001 par     680,883      $2.50            $1,695,233.50   $471.27
value
________________________________________________________________________
Pursuant to Rule 457(h) of the Securities Act of 1933,
          and solely for the purpose of calculating the amount of
          the registration fee, the proposed maximum offering
          price per unit and proposed maximum aggregate offering
          price is based on (i) the $2.50 price at which options
          may be exercised with respect to 677,396 shares, and
          (ii) the $0.50 price at which options may be exercised
          with respect to 3,487 shares.
The provisions of Rule 416 shall apply to this
          Registration Statement and the number of shares
          registered on this Registration Statement automatically
          shall increase or decrease as a result of future stock
          splits, stock dividends or similar transactions.
________________________________________________________________________
PART II

        INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.

          Vanguard Airlines, Inc., a Delaware corporation (the
"Registrant") hereby incorporates by reference into this
Registration Statement the following documents: (i) the
Registrant's Annual Report on Form 10-K for the year ended
December 31, 1998; (ii) the Registrant's Quarterly Report on Form
10-Q for the quarter ended March 31, 1999; (iii) the Registrant's
Quarterly Report on Form 10-Q for the quarter ended June 30,
1999; and (iv) the description of the Common Stock of the
Registrant which is contained in the Registrant's Registration
Statement on Form 8-A (File No. 0-27034), including any
amendments or reports filed for the purpose of updating such
description.

          All documents filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange
Act of 1934 subsequent to the date of this Registration Statement
and prior to the filing of a post-effective amendment which
indicates that all securities offered hereby have been sold or
which deregisters all securities offered hereby remaining unsold,
shall be deemed to be incorporated by reference herein and to be
a part hereof from the date of the filing of such reports and
documents, except in no event shall any information included in
any such document in response to Item 402(i), (k) or (l) of
Regulation S-K be deemed to constitute part of this Registration
Statement.

          Any statement contained herein or in a document
incorporated or deemed to be incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained
in any subsequently filed document which is deemed to be
incorporated by reference herein modifies or supersedes such
statement.  Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute
a part of this Registration Statement.

ITEM 4.   DESCRIPTION OF SECURITIES.

          Not applicable.

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.

          The validity of the shares of the Common Stock of the
Registrant registered pursuant to this Registration Statement
will be passed upon by the Company's Vice President and General
Counsel, Brian S. Gillman.

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

          (a)  Section 145 of the General Corporation Law of the
State of Delaware (the "DGCL") gives Delaware corporations broad
powers to indemnify their present and former directors
and
officers and those of affiliated corporations against expenses
incurred in the defense of any lawsuit to which they are made
parties by reason of being or having been such directors or
officers, subject to specified conditions and exclusions, gives a
director or officer who successfully defends an action the right
to be so indemnified, and authorizes the Registrant to buy
directors' and officers' liability insurance.  Such
indemnification is not exclusive of any other rights to which
those indemnified may be entitled under any by-laws, agreement,
vote of stockholders or otherwise.

          (b)  The Company's Bylaws provide that the Company
shall indemnify officers and directors to the extent provided
therein.  The Bylaws also permit the Board of Directors to
authorize the Company to purchase and maintain insurance against
any liability asserted against any director, officer, employee or
agent of the Company arising out of his or her capacity as such.

          (c)  In accordance with Section 102(b)(7) of the DGCL,
the Registrant's Certificate of Incorporation provides that
directors shall not be personally liable for monetary damages for
breaches of their fiduciary duty as directors except for (1)
breaches of their duty of loyalty to the Registrant or its
stockholders, (2) acts or omissions not in good faith or which
involve intentional misconduct or knowing violations of law, (3)
under Section 174 of the DGCL (unlawful payment of dividends) or
(4) transactions from which a director derives an improper
personal benefit.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

          Not applicable.

ITEM 8.   EXHIBITS.

          A list of the exhibits included as part of this
Registration Statement is set forth in the Exhibit Index which
immediately precedes such exhibits and is incorporated by
reference herein.

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;

                    (ii) To reflect in the prospectus any facts
          or events arising after the effective date of this
          Registration Statement (or the most recent post-effective
          amendment thereto) 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 (1)(i) and
     (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 that are incorporated by reference in
     the Registration Statement.

               (2)  That, for the purpose of determining any
     liability under the Securities Act of 1933, each such post-
     effective amendment shall be deemed to be a new registration
     statement relating to the securities offered therein, 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 that 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, each filing of the Registrant's annual report
pursuant to Section 13(a) or Section 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d)
of the Securities Exchange Act of 1934) that is incorporated by
reference in the Registration Statement shall be deemed to be a
new registration statement relating to the securities offered
therein, 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 may be permitted to directors,
officers and controlling persons of the Registrant, 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 Mission, State of Kansas, on September 16, 1999.

                              VANGUARD AIRLINES, INC.

                              By: /s/ Robert J. Spane
                                  Robert J. Spane
                                  Chairman, President and Chief
                                  Executive Officer

                        POWER OF ATTORNEY

          KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below hereby constitutes and appoints Robert J.
Spane and William A. Garrett the true and lawful attorneys-in-fact
and agents of the undersigned, with full power of substitution and
resubstitution, for and in the name, place and stead of the
undersigned, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this
Registration Statement and all documents relating thereto, 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, full
power and authority to do and perform each and every act and
thing necessary or advisable to be done in and about the
premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or his substitute or substitutes,
lawfully may do or cause to be done by virtue hereof.

          Pursuant to the requirements of the Securities Act of
1933, this Registration Statement has been signed by the
following persons in the capacities and on the date indicated.

        Signature               Title                        Date

/s/ Robert J. Spane      Chairman, President and Chief  September 16, 1999
Robert J. Spane          Executive Officer (Principal
                         Executive Officer)

/s/ William A. Garrett   Vice President and Chief       September 16, 1999
William A. Garrett       Financial Officer (Principal
                         Financial and Accounting
                         Officer)
/s/ Lee M. Gammill, Jr.  Director                       September 16, 1999
Lee M. Gammill, Jr.

/s/ Denis T. Rice        Director                       September 16, 1999
Denis T. Rice

/s/ Leighton W. Smith    Director                       September 16, 1999
Leighton W. Smith
EXHIBIT INDEX
Page
Number                     Description                      No.

4(a)      Restated Certificate of Incorporation, as         *
          amended (filed as Exhibit 4(a) to
          Registrant's Registration Statement on Form
          S-8 (File No. 333-57465) and incorporated
          herein by reference).

4(b)      Bylaws of Registrant, as amended to date          *
          (filed as Exhibit 3.2 to Amendment No. 2 to
          the Registrant's Registration Statement on
          Form S-1 (File No. 33-96884) and
          incorporated herein by reference).

4(c)      Specimen Common Stock Certificate (filed as       *
          Exhibit 4.1 to Amendment No. 3 to the
          Registrant's Registration Statement on Form
          S-1 (File No. 33-96884) and incorporated
          herein by reference).

4(d)      Employment Agreement, dated as of                 *
          November 3, 1997, between Vanguard Airlines,
          Inc. and Robert J. Spane (filed as Exhibit
          10.17 to Registrant's Annual Report on Form
          10-K for the year ended December 31, 1997
          (File No. 000-27034), and incorporated
          herein by reference).

4(e)      Nonstatutory Stock Option Agreement, dated        __
          May 18, 1999, between Vanguard Airlines,
          Inc. and Robert J. Spane.

4(f)      Consulting Agreement, dated January 1, 1999,      __
          between Vanguard Airlines, Inc. and John J.
          McCarthy.

4(g)      Nonstatutory Stock Option Agreement, dated        __
          May 18, 1999, between Vanguard Airlines,
          Inc. and John J. McCarthy.

5         Opinion of Brian S. Gillman with respect to       __
          the legality of the Common Stock of the
          Registrant registered hereby.

23(a)     Consent of Registrant's Independent               __
          Auditors.

23(b)     Consent of Registrant's Counsel (contained
          in the Opinion of Counsel filed as Exhibit
          5).

24        Power of Attorney (included on signature
          page hereto).

*     Incorporated by reference.