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                          UNITED STATES
               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C.  20549
                                
                          SCHEDULE 13D
                                
            Under the Securities Exchange Act of 1934
                        (Amendment No. 1)
                                
                   AMERICA WEST AIRLINES, INC.
                        (Name of Issuer)
                                
             Common Stock, par value $.01 per share
                 (Title of Class of Securities)
                                
                           023650104
                         (CUSIP Number)
                                
                         Karen C. Manson
                            Secretary
                      Lehman Brothers Inc.
                2 World Trade Center, 15th Floor
                   New York,  New York  10048
                         (212) 528-5772
    (Name, Address and Telephone Number of Person Authorized
              to Receive Notice and Communications)
                                
                         August 25, 1994
     (Date of Event which Required Filing of This Statement)
                                
                                
If the filing person has previously filed a statement on
Schedule 13G to report the acquisition which is the subject of
this Schedule 13D, and is filing this schedule because of
Rule 13d-1(b)(3) or (4), check the following box [  ].
Check the following box if a fee is being paid with the statement
[  ].  (A fee is not required only if the reporting person
(1) has a previous statement on file reporting beneficial
ownership of more than five percent of the class of securities
described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of
such class.)  (See Rule 13d-7).


SCHEDULE 13D
CUSIP NO.  023650104

 1.  Name of Reporting Person
     S.S. or I.R.S. No. of Above Person

     Lehman Brothers Inc.

 2.  Check the Appropriate Box if a Member of a Group (see
instructions)

     (a)  [ ]
     (b)  [  ]

 3.  SEC Use Only


 4.  Source of Funds (see instructions)

     WC

 5.  Check Box if Disclosure of Legal Proceedings is Required
Pursuant to
     Items 2(d) or 2(E)

     [ X ]

 6.  Citizenship or Place of Organization

     Delaware

 7.  Number of Shares Beneficially Owned by Each Reporting Person
with Sole
     Voting Power

     0

 8.  Number of Shares Beneficially Owned by Each Reporting Person
with Shared
     Voting Power

     0

 9.  Number of Shares Beneficially Owned by Each Reporting Person
with Sole
     Dispositive Power

     0

10.  Number of Shares Beneficially Owned by Each Reporting Person
with Shared
     Dispositive Power

     0

11.  Aggregate Amount Beneficially Owned by Each Reporting Person

     0

12.  Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares
     (see instructions)

     [  ]


13.  Percent of Class Represented by Amount in Row (11)

     0%

14.  Type of Reporting Person (see instructions)

     BD, CO

Item 1.   Security and Issuer.

          The class of equity securities to which this statement
relates is the Common Stock, par value $.25 per share (the
"Common Stock"), of America West Airlines, Inc., a Delaware
corporation (the "Company").  The address of the principal
executive offices of the Company is 4000 East Sky Parkway,
Phoenix, Arizona  77381.

Item 2.   Identity and Background.

          This statement is filed on behalf of the following
entity (the "Reporting Person"):

          Lehman Brothers Inc., a Delaware corporation ("LB")
          3 World Financial Center
          200 Vesey Street
          New York, N.Y.      10285
          LB is a full-line securities firm.

     The following entity is the control person (the "Control
Person") of the Reporting Person:

          Lehman Brothers Holdings Inc., a Delaware corporation
("Holdings")
          3 World Financial Center
          200 Vesey Street
          New York, N.Y.       10285

          Holdings through its domestic and foreign subsidiaries
is a full-line securities firm.  It is the immediate parent of
LB.


          The names, residence or business addresses,
citizenships and present principal occupations or employment of
the executive officers and directors of the Reporting Person and
the Control Person are set forth in Appendix A hereto.

          Except as stated in Appendix B hereto, the Reporting
Person, nor, to the best knowledge of the Reporting Person, the
Control Person or any of the persons listed in Appendix A hereto
has during the last five years (i) been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors)
or (ii) been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of
such proceeding was or is subject to a judgment, decree or final
order enjoining future violations of, or mandating activities
subject to, federal or state securities laws or finding any
violation with respect to such laws.

Item 3.   Source of Funds or Other Consideration.

          No change.

Item 4.   Purpose of the Transaction.

          No change.

Item 5.   Interest in Securities of the Issuer.

          (a)  The aggregate beneficial ownership of Common Stock
of the Reporting Person and, to its knowledge, of the Control
Person and persons listed in Appendix A hereto is set forth in
Appendix C hereto.

          (b)  The Reporting Person and, to its knowledge, the
Control Person and each person listed in Appendix A hereto has
the power to vote and dispose of all of the Common Stock
beneficially owned by such person as set forth in Appendix C
hereto.

          (c)  Except as described above, there were no purchases
and sales of Common Stock effected during the past 60 days by the
Reporting Person or, to its knowledge, the Control Person or any
person listed in Appendix A hereto.

          (d)  Neither the Reporting Person nor, to its
knowledge, the Control Person or any of the persons listed in
Appendix A hereto knows of any other person who has the right to
receive or the power to direct the receipt of dividends from, or
the proceeds from the sale of, any shares of Common Stock
beneficially owned by the Reporting Person.

          (e)  Pursuant to the Company's plan of reorganization,
which became effective on August 25, 1994, the Reporting Person
ceased to be the beneficial owner of the shares.  New securities
have been issued by the Company and are being reported on a
Schedule 13G.

Item 6.   Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer.

          See Item 4.

Item 7.   Material to be Filed as Exhibits.

          None.
     SIGNATURES

          After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set forth in
this statement is true, complete and correct.



Dated:  September 6, 1994

                                   LEHMAN BROTHERS INC.



                                   BY: /s/ Karen C. Manson
                                       -----------------------
                                        Name:  Karen C. Manson
                                        Title:  Senior Vice
President

                           APPENDIX A
                                
               DIRECTORS AND EXECUTIVE OFFICERS OF
               REPORTING PERSON AND CONTROL PERSON

REPORTING PERSON:

LEHMAN BROTHERS INC.

Directors:

Roger S. Berlind
USA
Berlind Productions
10 East 53rd Street
30th Floor
New York, New York
Private Investor

Philip Caldwell
USA
Lehman Brothers Inc.
3 World Financial Center
19th Floor
New York, New York 10285

Richard S. Fuld, Jr.
USA
Lehman Brothers Inc.
3 World Financial Center
New York, New York  10285
Chairman and Chief Executive Officer of Lehman Brothers Inc.

Sherman R. Lewis, Jr.
USA
Lehman Brothers Inc.
3 World Financial Center
New York, New York  10285
Vice Chairman of Lehman Brothers Inc.

David Marcus
USA
Lehman Brothers Inc.
3 World Financial Center
19th Floor
New York, New York  10285
Managing Director and General Counsel of Lehman Brothers Inc.

Robert Matza
USA
Lehman Brothers Inc.
3 World Financial Center
6th Floor
New York, New York  10285
Managing Director and Chief Financial Officer of Lehman Brothers
Inc.

T. Christopher Pettit
USA
Lehman Brothers Inc.
3 World Financial Center
10th Floor
New York, New York  10285
President and Chief Operating Officer of Lehman Brothers

Malcolm Wilson
USA
Kent, Hazzard, Jaeger, Greer,
Wilson & Fay
50 Main Street
White Plains, New York  10606-1920
Counsel to Kent, Hazzard, Jaeger, Greer,
Wilson & Fay

Executive Officers who are not Directors:

T. Anthony Brooks
USA
Managing Director
Lehman Brothers Inc.
3 World Financial Center, 6th Floor
New York, NY 10285

Jeremiah M. Callaghan
USA
Managing Director
Lehman Brothers Inc.
3 World Financial Center, 8th Floor
New York, NY 10285

James A. Carbone
USA
Managing Director
Lehman Brothers Inc.
3 World Financial Center, 9th Floor
New York, NY 10285

John L. Cecil
USA
Chief Administrative Officer
Lehman Brothers Inc.
3 World Financial Center, 8th Floor
New York, NY 10285

Ronald L. Gallatin
USA
Managing Director
Lehman Brothers Inc.
3 World Financial Center, 10th Floor
New York, NY 10285

Robert E. Genirs
USA
Managing Director
Lehman Brothers Inc.
3 World Financial Center, 10th Floor
New York, NY 10285

Joseph M. Gregory
USA
Managing Director
Lehman Brothers Inc.
3 World Financial Center, 9th Floor
New York, NY 10285

Bruce R. Lakefield
USA
Managing Director
Lehman Brothers Inc.
3 World Financial Center
7th Floor
New York, New York  10285

Stephen M. Lessing
USA
Managing Director
Lehman Brothers Inc.
3 World Financial Center
9th Floor
New York, New York  10285

Thomas A. Russo
USA
Managing Director
Lehman Brothers Inc.
3 World Financial Center
10th Floor
New York, New York 10285

Mel A. Shaftel
USA
Managing Director
Lehman Brothers Inc.
3 World Financial Center
18th Floor
New York, New York 10285

Steven Spiegel
USA
Managing Director
Lehman Brothers Inc.
3 World Financial Center
7th Floor
New York, New York 10285

Thomas H. Tucker
USA
Managing Director
Lehman Brothers Inc.
3 World Financial Center
7th Floor
New York, New York 10285

C. Daniel Tyree
USA
Managing Director
Lehman Brothers Inc.
3 World Financial Center
7th Floor
New York, New York 10285

Paul D. Williams
USA
Managing Director
Lehman Brothers Inc.
3 World Financial Center
7th Floor
New York, New York 10285

CONTROL PERSON:

LEHMAN BROTHERS HOLDINGS INC.

Directors:

Roger S. Berlind
USA
Berlind Productions
10 East 53rd Street
30th Floor
New York, New York  10028
Private Investor

John J. Byrne
USA
Fund America Enterprises
The 1820 House
Main Street
Norwich, Vermont  05055-0850
Chairman of Fund America Enterprises

Richard S. Fuld, Jr.
USA
Lehman Brothers Inc.
3 World Financial Center
New York, New York  10285
Chairman and Chief Executive Officer of Lehman Brothers Inc.

Katsumi Funaki
Japan
Nippon Life Insurance Company
2-2, Yuraka-cho 1 Chome
Chiyoda-ku 100 Tokyo Japan
Senior General Manager for International Business of the
Finance and Investment Business Office of the Nippon
Life Insurance Company

John D. Macomber
USA
JDM Investment Group
2806 N. Street, N.W.
Washington, D.C.  20007
Private Investor

Dina Merrill
Theo Teryazos
NY Office-RKO Pavilion
551 Madison Avenue
14th Floor
New York, New York  10022
Actress and Private Investor

T. Christopher Pettit
USA
Lehman Brothers Inc.
3 World Financial Center
10th Floor
New York, New York  10285
President and Chief Operating Officer of Lehman Brothers

Masataka Shimasaki
Japan
Nippon Life Insurance Company
1251 Avenue of the Americas
52nd Floor
New York, New York  10020

Malcolm Wilson
USA
Kent, Hazzard, Jaeger, Greer,
Wilson & Fay
50 Main Street
White Plains, New York  10606-1920
Counsel to Kent, Hazzard, Jaeger, Greer,
Wilson & Fay

Executive Officers who are not Directors:

Ronald Gallatin
USA
Senior Executive Vice President
Lehman Brothers Inc.
3 World Financial Center
10th Floor
New York, New York  10285

David Marcus
USA
Managing Director and General Counsel
Lehman Brothers Inc.
3 World Financial Center
19th Floor
New York, New York  10285

Robert Matza
USA
Managing Director and Chief Financial Officer
Lehman Brothers Inc.
3 World Financial Center
6th Floor
New York, New York  10285

Michael Milversted
USA
Managing Director and Treasurer
Lehman Brothers Inc.
388 Greenwich Street
8th Floor
New York, New York  10013


     APPENDIX B


          On May 16, 1988, E.F. Hutton & Co., Inc. ("Hutton"), a
company acquired by and merged into Lehman Brothers, pleaded
guilty to a Federal Information involving a failure to file
currency transaction reports with the Internal Revenue Service.
The criminal disposition involved three felony counts and
resulted in a $1,010,000 fine.  The majority of the activities on
which the Information is based took place during 1982 and 1983,
and none occurred later than August, 1984.  All alleged failures
to file took place in Hutton's Providence, Rhode Island branch
office.

          Lehman Brothers has been involved in a number of civil
proceedings which concern matters arising in connection with the
conduct of its business.  Certain of such proceedings have
resulted in findings of a violation of federal or state
securities laws.  Each of these proceedings was settled by Lehman
Brothers consenting to the entry of an order without admitting or
denying the allegations in the complaint.  All of such
proceedings are reported and summarized in Schedule D to Lehman
Brothers' Form BD filed with the Securities and Exchange
Commission, which descriptions are hereby incorporated by
reference.
     APPENDIX C

     Beneficial Ownership of Shares of
     Common Stock, par value $.25 per
     share, of America West Airlines, Inc.

Name            Amount          D/I             Percentage of
                                                Common Stock
                                                
Lehman          0               D               0%
Brothers Inc.   0 (W)
                
Lehman          0               I               0%
Brothers        0 (W)
Holdings Inc.


(D) - Direct ownership and indirect ownership of shares held by
subsidiaries.
(I) - Indirect ownership of shares held by LB.
(W) - Warrants