As filed with the Securities and Exchange Commission on May 12, 1997
                                                    Registration No. 333-
================================================================================


                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                           ---------------------------


                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                        AMERICA WEST HOLDINGS CORPORATION
             (Exact name of registrant as specified in its charter)
 
                 Delaware                                     86-0847214
     (State or other jurisdiction of                       (I.R.S. Employer
      incorporation or organization)                      Identification No.)
                                                             
                                                          
                                                       
                               51 W. Third Street
                                 Tempe, Arizona                   85281   
                    (Address of Principal Executive Offices)    (Zip Code)    
                                                                 
                                  AMERICA WEST
                           1994 INCENTIVE EQUITY PLAN
                            (Full title of the plan)

                               Stephen L. Johnson
                        America West Holdings Corporation
                               51 W. Third Street
                              Tempe, Arizona 85281
                                 (602) 693-0800
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                           ---------------------------


                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
                                                                  Proposed Maximum       Proposed Maximum
                                                  Amount to        Offering Price           Aggregate             Amount of
 Title of Securities to be Registered(1)      be Registered(2)       Per Share(3)         Offering Price(3)   Registration Fee(2)
<S>                                             <C>                   <C>                  <C>                  <C>   

-----------------------------------------------------------------------------------------------------------------------------------
Class B Common Stock, par value $0.01 per        4,000,000             $14.75              $59,000,000           $17,878.79
share
===================================================================================================================================
</TABLE>

(1)      In addition,  pursuant to Rule 416(c) under the Securities Act of 1933,
         as amended  (the "Act"),  this  registration  statement  also covers an
         indeterminate amount of interests to be offered or sold pursuant to the
         employee benefit plan described herein.
(2)      3,500,000  shares of Class B Common  Stock,  par value  $.01 per share,
         were  registered  on Form S-8 (File No.  33-60555) on June 23, 1995, on
      which date a fee of $15,087 was paid, and 4,000,000 shares of Class B
         Common Stock are being registered herewith.  Pursuant to Rule 429 under
         the Act, the Prospectus  included  herein shall relate to the 3,500,000
         shares of the registrant's Class B Common Stock previously registered.
(3)      Estimated solely for the purpose of calculating the  registration  fee,
         based  upon the  average  of the high and low  prices of a share of the
         Company's Class B Common Stock on the New York Stock Exchange on May 7,
         1997 pursuant to Rule 457(c).

================================================================================


PAGE>



                                     PART I


         Information  required by Part I to be  contained  in the Section  10(a)
prospectus is omitted from this  Registration  Statement in accordance with Rule
428 under the Securities Act of 1933 (the "Securities Act") and the Note to Part
I of Form S-8.


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


         This Registration  Statement on Form S-8 is being filed by America West
Holdings Corporation (the "Company"),  solely to register additional securities.
In  accordance  with  General  Instruction  E of Form S-8,  the  Company  hereby
incorporates by reference the contents of the Company's  registration  statement
on Form S-8 (No. 33- 60555)  originally  filed with the  Securities and Exchange
Commission (the "Commission") on June 23, 1995, and as amended by Post-Effective
Amendment  No. 1 as filed with the  Commission  on January 2, 1997,  whereby the
Company as the successor  registrant of the Class B Common Stock of America West
Airlines, Inc. ("AWA") adopted AWA's Registration Statement on Form S-8 as filed
on June 23, 1995,  relating to the America West 1994  Incentive  Equity Plan, as
amended.


Item 8.  Exhibits.

Exhibit
Number            Description
------            -----------

   5.1            Opinion of Andrews & Kurth L.L.P., as to the legality of the
                  securities being registered

   23.1           Consent of Andrews & Kurth L.L.P. (included in the opinion 
                  filed as Exhibit 5.1 to this registration statement)
                 
   23.2           Consent of KPMG Peat Marwick LLP

   24.1           Power of Attorney (set forth on the signature page contained
                  in Part II of this registration statement).




                                      II-1

<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  Tempe,  State of  Arizona,  on this 9th day of May,
1997.

                                           AMERICA WEST HOLDINGS CORPORATION


                                           By       /s/ William A. Franke
                                                  ----------------------------
                                                    William A. Franke
                                                    Chairman of the Board and
                                                    Chief Executive Officer


                                      II-2

<PAGE>



         Each of the undersigned officers and directors of America West Holdings
Corporation  (the "Company")  hereby  constitutes and appoints W. Douglas Parker
and Stephen L. Johnson, and each of them (with full power to each of them to act
alone),  his true and  lawful  attorney-in-fact  and  agent,  with full power of
substitution, for him and on his behalf and in his name, place and stead, in any
and all capacities,  to sign, execute and file this registration statement under
the  Securities Act of 1933, as amended,  and any or all amendments  (including,
without limitation,  post-effective  amendments),  with all exhibits and any and
all documents required to be filed with respect thereto, with the Securities and
Exchange   Commission   or  any   regulatory   authority,   granting  unto  such
attorneys-in-fact  and  agents,  and each of them acting  alone,  full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises in order to  effectuate  the same, as fully
to all  intents  and  purposes  as he  himself  might or could do if  personally
present,  hereby  ratifying and confirming all that such  attorneys-in-fact  and
agents,  or any of them, or their substitute or substitutes,  may lawfully do or
cause to be done.

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities indicated on May 9, 1997.



      Signature                                   Title
      ---------                                   -----



/s/ William A. Franke                   Chairman of the Board and Chief 
---------------------------             Executive Officer
William A. Franke                       (Principal Executive Officer)


/s/ Richard R. Goodmanson               President and Director
---------------------------
Richard R. Goodmanson


/s/ W. Douglas Parker                   Senior Vice President and Chief 
---------------------------             Financial Officer
W. Douglas Parker                       (Principal Financial and Accounting 
                                        Officer)

/s/ Julia Chang Bloch                   Director
---------------------------
Julia Chang Bloch


/s/ Stephen F. Bollenbach               Director
---------------------------
Stephen F. Bollenbach


/s/ Frederick W. Bradley                Director
---------------------------
Frederick W. Bradley


/s/ James G. Coulter                    Director
---------------------------
James G. Coulter


/s/ John F. Fraser                      Director
---------------------------
John F. Fraser


                                      II-3


<PAGE>

/s/ John L. Goolsby                      Director
---------------------------
John L. Goolsby


/s/ Richard C. Kraemer                   Director
---------------------------
Richard C. Kraemer


/s/ John R. Power, Jr.                  Director
---------------------------
John R. Power, Jr.


/s/ Larry L. Risley                     Director
---------------------------
Larry L. Risley


/s/ Frank B. Ryan                       Director
---------------------------
Frank B. Ryan


/s/ Richard P. Schifter                 Director
---------------------------
Richard P. Schifter


/s/ John F. Tierney                     Director
---------------------------
John F. Tierney

/s/ Raymond S. Troubh                   Director
---------------------------
Raymond S. Troubh


                                      II-4
<PAGE>



                                  EXHIBIT INDEX
Exhibit
Number            Description
------            -----------

   5.1            Opinion of Andrews & Kurth L.L.P., as to the legality of the
                  securities being registered

   23.1           Consent of Andrews & Kurth L.L.P. (included in the opinion 
                  filed as Exhibit 5.1 to this registration statement)
                  

   23.2           Consent of KPMG Peat Marwick LLP

   24.1           Power of Attorney (set forth on the signature page contained 
                  in Part II of this registration statement).
[{"type": "S-8", "sequence": "1", "description": "AMERICA WEST HOLDING CORPORATION FOR S-8", "secsgml_size_bytes": 11126}]
{"company-data": {"conformed-name": "AMERICA WEST HOLDINGS CORP", "cik": "0001029863", "assigned-sic": "4512", "irs-number": "860847214"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-26935", "film-number": "97601343"}, "business-address": {"street1": "4000 E SKY HARBOR BLVD", "street2": "C/O AMERICA WEST AIRLINES", "city": "PHOENIX", "state": "AZ", "zip": "85034", "phone": "6026930800"}, "mail-address": {"street1": "4000 E SKY HARBOR BLVD", "street2": "C/O AMERICA WEST AIRLINES", "city": "PHOENIX", "state": "AZ", "zip": "85034"}}
As filed with the Securities and Exchange Commission on May 12, 1997
                                                    Registration No. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                           ---------------------------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                        AMERICA WEST HOLDINGS CORPORATION
             (Exact name of registrant as specified in its charter)
 
                 Delaware                                     86-0847214
     (State or other jurisdiction of                       (I.R.S. Employer
      incorporation or organization)                      Identification No.)
                                                             
                                                          
                                                       
                               51 W. Third Street
                                 Tempe, Arizona                   85281   
                    (Address of Principal Executive Offices)    (Zip Code)    
                                                                 
                                  AMERICA WEST
                           1994 INCENTIVE EQUITY PLAN
                            (Full title of the plan)

                               Stephen L. Johnson
                        America West Holdings Corporation
                               51 W. Third Street
                              Tempe, Arizona 85281
                                 (602) 693-0800
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                           ---------------------------

                         CALCULATION OF REGISTRATION FEE
Proposed Maximum       Proposed Maximum
                                                  Amount to        Offering Price           Aggregate             Amount of
 Title of Securities to be Registered(1)      be Registered(2)       Per Share(3)         Offering Price(3)   Registration Fee(2)
-----------------------------------------------------------------------------------------------------------------------------------
Class B Common Stock, par value $0.01 per        4,000,000             $14.75              $59,000,000           $17,878.79
share
===================================================================================================================================
(1)      In addition,  pursuant to Rule 416(c) under the Securities Act of 1933,
         as amended  (the "Act"),  this  registration  statement  also covers an
         indeterminate amount of interests to be offered or sold pursuant to the
         employee benefit plan described herein.
(2)      3,500,000  shares of Class B Common  Stock,  par value  $.01 per share,
         were  registered  on Form S-8 (File No.  33-60555) on June 23, 1995, on
      which date a fee of $15,087 was paid, and 4,000,000 shares of Class B
         Common Stock are being registered herewith.  Pursuant to Rule 429 under
         the Act, the Prospectus  included  herein shall relate to the 3,500,000
         shares of the registrant's Class B Common Stock previously registered.
(3)      Estimated solely for the purpose of calculating the  registration  fee,
         based  upon the  average  of the high and low  prices of a share of the
         Company's Class B Common Stock on the New York Stock Exchange on May 7,
         1997 pursuant to Rule 457(c).

================================================================================

PAGE>

                                     PART I

         Information  required by Part I to be  contained  in the Section  10(a)
prospectus is omitted from this  Registration  Statement in accordance with Rule
428 under the Securities Act of 1933 (the "Securities Act") and the Note to Part
I of Form S-8.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

         This Registration  Statement on Form S-8 is being filed by America West
Holdings Corporation (the "Company"),  solely to register additional securities.
In  accordance  with  General  Instruction  E of Form S-8,  the  Company  hereby
incorporates by reference the contents of the Company's  registration  statement
on Form S-8 (No. 33- 60555)  originally  filed with the  Securities and Exchange
Commission (the "Commission") on June 23, 1995, and as amended by Post-Effective
Amendment  No. 1 as filed with the  Commission  on January 2, 1997,  whereby the
Company as the successor  registrant of the Class B Common Stock of America West
Airlines, Inc. ("AWA") adopted AWA's Registration Statement on Form S-8 as filed
on June 23, 1995,  relating to the America West 1994  Incentive  Equity Plan, as
amended.

Item 8.  Exhibits.

Exhibit
Number            Description
------            -----------

   5.1            Opinion of Andrews & Kurth L.L.P., as to the legality of the
                  securities being registered

   23.1           Consent of Andrews & Kurth L.L.P. (included in the opinion 
                  filed as Exhibit 5.1 to this registration statement)
                 
   23.2           Consent of KPMG Peat Marwick LLP

   24.1           Power of Attorney (set forth on the signature page contained
                  in Part II of this registration statement).

                                      II-1
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  Tempe,  State of  Arizona,  on this 9th day of May,
1997.

                                           AMERICA WEST HOLDINGS CORPORATION

                                           By       /s/ William A. Franke
                                                  ----------------------------
                                                    William A. Franke
                                                    Chairman of the Board and
                                                    Chief Executive Officer

                                      II-2
Each of the undersigned officers and directors of America West Holdings
Corporation  (the "Company")  hereby  constitutes and appoints W. Douglas Parker
and Stephen L. Johnson, and each of them (with full power to each of them to act
alone),  his true and  lawful  attorney-in-fact  and  agent,  with full power of
substitution, for him and on his behalf and in his name, place and stead, in any
and all capacities,  to sign, execute and file this registration statement under
the  Securities Act of 1933, as amended,  and any or all amendments  (including,
without limitation,  post-effective  amendments),  with all exhibits and any and
all documents required to be filed with respect thereto, with the Securities and
Exchange   Commission   or  any   regulatory   authority,   granting  unto  such
attorneys-in-fact  and  agents,  and each of them acting  alone,  full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises in order to  effectuate  the same, as fully
to all  intents  and  purposes  as he  himself  might or could do if  personally
present,  hereby  ratifying and confirming all that such  attorneys-in-fact  and
agents,  or any of them, or their substitute or substitutes,  may lawfully do or
cause to be done.

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities indicated on May 9, 1997.

      Signature                                   Title
      ---------                                   -----

/s/ William A. Franke                   Chairman of the Board and Chief 
---------------------------             Executive Officer
William A. Franke                       (Principal Executive Officer)

/s/ Richard R. Goodmanson               President and Director
---------------------------
Richard R. Goodmanson

/s/ W. Douglas Parker                   Senior Vice President and Chief 
---------------------------             Financial Officer
W. Douglas Parker                       (Principal Financial and Accounting 
                                        Officer)

/s/ Julia Chang Bloch                   Director
---------------------------
Julia Chang Bloch

/s/ Stephen F. Bollenbach               Director
---------------------------
Stephen F. Bollenbach

/s/ Frederick W. Bradley                Director
---------------------------
Frederick W. Bradley

/s/ James G. Coulter                    Director
---------------------------
James G. Coulter

/s/ John F. Fraser                      Director
---------------------------
John F. Fraser

                                      II-3
/s/ John L. Goolsby                      Director
---------------------------
John L. Goolsby

/s/ Richard C. Kraemer                   Director
---------------------------
Richard C. Kraemer

/s/ John R. Power, Jr.                  Director
---------------------------
John R. Power, Jr.

/s/ Larry L. Risley                     Director
---------------------------
Larry L. Risley

/s/ Frank B. Ryan                       Director
---------------------------
Frank B. Ryan

/s/ Richard P. Schifter                 Director
---------------------------
Richard P. Schifter

/s/ John F. Tierney                     Director
---------------------------
John F. Tierney

/s/ Raymond S. Troubh                   Director
---------------------------
Raymond S. Troubh

                                      II-4
EXHIBIT INDEX
Exhibit
Number            Description
------            -----------

   5.1            Opinion of Andrews & Kurth L.L.P., as to the legality of the
                  securities being registered

   23.1           Consent of Andrews & Kurth L.L.P. (included in the opinion 
                  filed as Exhibit 5.1 to this registration statement)
                  

   23.2           Consent of KPMG Peat Marwick LLP

   24.1           Power of Attorney (set forth on the signature page contained 
                  in Part II of this registration statement).