SC 13D/A

SCHEDULE 13D

Amendment No. 1
America West Airlines, Inc.
common stock 
Cusip # 023650104
Filing Fee: No


Cusip #         023650104
Item 1: Reporting Person - Belmont Capital Partners II, L.P. - 
(Tax ID:  04-3195259)
Item 4: PF
Item 6: Delaware 
Item 7: 1,920,987.5
Item 8: None
Item 9: 1,920,987.5
Item 10:        None
Item 11:        1,920,987.5
Item 13:        7.60%
Item 14:        PN


Preamble.

	This Amendment No. 1 to Schedule 13D (this "Amendment") 
should be read in conjunction with the Schedule 13D filed with 
the Securities and Exchange Commission on May 16, 1994 (the 
"Schedule 13D") by Belmont Capital Partners II, L.P. ("Belmont 
II") relating to the common stock, par value $0.25 per share (the 
"Common Stock"), of America West Airlines, Inc. (the "Company").  
This Amendment amends the Schedule 13D only with respect to those 
Items listed below.  All capitalized terms not otherwise defined 
herein shall have the meanings ascribed thereto in the 
Schedule 13D.


Item 3.  Source and Amount of Funds or Other Consideration. 

	As contemplated by the Transpacific Letter Agreement, which 
is attached as an exhibit to and incorporated by reference into 
the Schedule 13D, Belmont II and Transpacific Enterprises, Inc., 
a Washington corporation ("Transpacific"), entered into the 
Transpacific Purchase Agreement on May 17, 1994 (the 
"Transpacific Purchase Agreement").  At the closing of the 
Transpacific Purchase Agreement on May 23, 1994, Belmont II paid 
to Transpacific $6,783,976.80, the balance of the amount due for 
the Shares (as defined in Item 5).  Belmont II used its own 
assets to make such purchase and no part of the purchase price 
for the Shares consisted of borrowed funds.


Item 5.  Interest in Securities of Issuer. 

	(a)     As contemplated by the Transpacific Letter Agreement, 
on May 23, 1994, Belmont II acquired pursuant to the Transpacific 
Purchase Agreement beneficial ownership of 1,884,438 shares (the 
"Common Shares") of Common Stock and 36,549.5 shares (the 
"Preferred Shares," together with the Common Shares, the 
"Shares") of Series C 9.75% convertible preferred stock, $0.25 
par value per share (the "Preferred Stock"), of the Company.  The 
Preferred Shares are convertible into shares of Common Stock on a 
share-for-share basis, subject to certain adjustments.  Assuming 
conversion of all of the Preferred Shares into shares of Common 
Stock, the Shares represent approximately 7.6% of the outstanding 
shares of Common Stock.

	In addition to Belmont II's beneficial ownership of the 
Shares, (i) Fidelity Capital Partners is an indirect beneficial 
owner of the Shares as the general partner of Belmont II, (ii) 
FMR is an indirect beneficial owner of the Shares through its 
ownership of Fidelity Capital Partners, (iii) Edward C. Johnson 
3d is an indirect beneficial owner of the Shares through his 
indirect controlling interest in Fidelity Capital Partners and 
(iv) FMTC is an indirect beneficial owner of the Shares as a 
result of its power to direct the voting and disposition of the 
Shares pursuant to an Investment Management Agreement with 
Belmont II.  Neither Fidelity, any Fidelity Entity, nor any of 
their respective affiliates nor, to the best knowledge of FMR, 
any of the individuals named in Schedule A to the Schedule 13D, 
beneficially owns any other shares of Common Stock.

	As set forth in Item 6, Belmont II and TPG Partners, L.P., a 
Delaware limited partnership ("TPG"), have entered into an 
agreement concerning certain matters with respect to the 
Preferred Shares and Belmont II, Belmont, Copernicus and AmWest 
Partners, L.P., a Texas limited partnership ("AmWest"), have 
entered into an agreement concerning the assignment of certain of 
AmWest's rights under the Investment Agreement (as defined in 
Item 6), but Fidelity and the Fidelity Entities disclaim that 
they and TPG and/or AmWest constitute a group within the meaning 
of Section 13(d)(3) of the Exchange Act.  To the extent that 
Fidelity and TPG and/or AmWest constitute a group, however, each 
would be deemed to beneficially own the shares of Common Stock 
owned by the other.  Information concerning TPG's and AmWest's 
ownership of shares of Common Stock is contained in a separate 
Schedule 13D filed by TPG and AmWest, as amended from time to 
time.

	(b)     Belmont II, acting through Fidelity Capital Partners, 
its general partner, has the sole power to vote and dispose of 
the Shares.  FMTC, pursuant to an Investment Management Agreement 
with Belmont II, also has the sole power to vote and dispose of 
the Shares.  FMR, through its control of Fidelity Capital 
Partners and FMTC, could be deemed to have the power to direct 
the voting and disposition of the Shares.  Edward C. Johnson 3d, 
through his controlling interest in FMR, also could be deemed to 
have the power to direct the voting and disposition of the 
Shares.

	(c)     Except as stated herein, no transactions in shares of 
Common Stock were effected during the past sixty (60) days by 
Fidelity, or, to the best of its knowledge, any of the 
individuals identified in Schedule A to the Schedule 13D.

	(d)     Pursuant to the terms of the Transpacific Purchase 
Agreement (as defined in Item 6), Belmont II has agreed to pay to 
Transpacific the amount of any dividends that Belmont II may 
receive as the holder of the Preferred Shares payable in respect 
of the period commencing on the date when dividends were last 
paid on the Preferred Shares through May 3, 1994.

	(e)     Not applicable.

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

	As contemplated by the Transpacific Letter Agreement, 
Belmont II and Transpacific entered into the Transpacific 
Purchase Agreement.  The following is a brief description of the 
Transpacific Purchase Agreement and is qualified in its entirety 
by reference to such agreement, a copy of which is filed as an 
exhibit hereto and incorporated herein by reference.

	Pursuant to the Transpacific Purchase Agreement, Belmont II 
agreed to (i) purchase from Transpacific the Common Shares at a 
price of $3.60 per share and the Preferred Shares at a price of 
$500,000, (ii) pay to Transpacific the amount of any dividends 
that it may receive as the holder of the Preferred Shares payable 
in respect of the period commencing on the date when dividends 
were last paid on the Preferred Shares through May 3, 1994, and 
(iii) keep Transpacific apprised of any information that it 
receives from the Company regarding the status of the payment of 
any dividends on the Preferred Shares and, at its own expense, to 
prosecute in the Company's bankruptcy proceedings any claim for 
the payment of dividends with respect to the Preferred Shares.

	As contemplated by the agreement in principle disclosed in 
Item 6 of the Schedule 13D, on May 20, 1994, TPG and Belmont II 
entered into a separate letter agreement (the "TPG Letter 
Agreement") concerning certain matters with respect to the 
Preferred Shares.  The following is a brief description of the 
TPG Letter Agreement and is qualified in its entirety by 
reference to such agreement, a copy of which is filed as an 
exhibit hereto and incorporated herein by reference.

	Pursuant to the TPG Letter Agreement, TPG and Belmont II 
agreed that (i) TPG will reimburse Belmont II for all expenses 
incurred by Belmont II in connection with its prosecution, in the 
Company's bankruptcy proceedings, of any claim for the payment of 
dividends with respect to the Preferred Shares, and (ii) that 
they will cooperate in coordinating such prosecution.  With the 
exception of the TPG Letter Agreement (to the extent that it may 
be deemed to relate to the Common Stock), there are no 
understandings, agreements, or arrangements among Fidelity or the 
Fidelity Entities and TPG or AmWest with respect to the Common 
Stock.

	On May 17, 1994, TPG entered into a separate purchase 
agreement with Transpacific, the terms of which are substantially 
similar to the terms of the Transpacific Purchase Agreement, 
except for certain obligations of TPG with respect to a claim of 
Transpacific against the Company.  Pursuant to such purchase 
agreement, on May 20, 1994, TPG purchased from Transpacific an 
aggregate of 1,884,438 shares of Common Stock and 36,549.5 shares 
of Preferred Stock, which together with the Shares, represent all 
of the securities of the Company owned by Transpacific.  The 
acquisition by TPG of such shares of Common Stock and Preferred 
Stock is the subject of a separate Schedule 13D filed by TPG and 
AmWest, as amended from time to time.

	In connection with the transactions described above, the 
Company's Board of Directors adopted certain resolutions 
(i) excepting Fidelity, the Fidelity Entities and certain of 
their affiliates from the application of Section 203 of the 
Delaware General Corporation Law, (ii) approving the "Beneficial 
Ownership" (as defined in the Amended and Restated Rights 
Agreement between the Company and First Interstate Bank of 
Arizona, N.A. dated June 17, 1988 (the "Rights Agreement")) by 
Fidelity, the Fidelity Entities and certain of their affiliates 
for purposes of the Rights Agreement, (iii) confirming that none 
of such entities shall be deemed an "Acquiring Person" or 
"Adverse Person" (as such terms are defined in the Rights 
Agreement) and that no "Distribution Date," "Share Acquisition 
Date," "Business Combination" or "Triggering Event" (as such 
terms are defined in the Rights Agreement) shall be deemed to 
occur as a result of the acquisition by Fidelity of the Shares, 
(iv) agreeing to give Fidelity prior written notice of any 
amendment to the resolutions described in clauses (ii) or (iii) 
and to provide Fidelity with the opportunity to meet with the 
Board to discuss any such amendment prior to its adoption, and 
(v) agreeing to indemnify Fidelity, the Fidelity Entities and 
certain of their affiliates for any damages incurred by such 
entities as a result of or in connection with any amendment to 
the resolutions described in clauses (ii) or (iii).

	Prior to Belmont II and TPG entering into the purchase 
agreements described above, on April 21, 1994, AmWest and the 
Company entered into a Third Revised Investment Agreement dated 
April 21, 1994 (the "Investment Agreement").  The following is 
brief description of certain provisions of the Investment 
Agreement and is qualified in its entirety by reference to such 
agreement, a copy of which was filed as an exhibit to the 
Schedule 13D.

	Pursuant to the Investment Agreement, AmWest has agreed, in 
connection with and as part of the proposed joint plan of 
reorganization of the Company of which AmWest is a co-proponent 
(the "Plan") and subject to the satisfaction or waiver of certain 
conditions (including confirmation of the Plan by the United 
States Bankruptcy Court of the District of Arizona (the 
"Bankruptcy Court")), to acquire certain voting securities, debt 
securities and warrants of the reorganized company ("New America 
West") upon the Company's emergence from bankruptcy.  Under the 
Investment Agreement, AmWest has the right to assign (in whole or 
in part) its rights to acquire such securities and warrants to 
other parties.  If the transactions contemplated by the 
Investment Agreement are successfully completed, AmWest will own 
a controlling interest in New America West.  The Investment 
Agreement also provides that, in connection with the consummation 
of the Plan, the members of the Board of Directors of New America 
West shall be designated as described in the Investment Agreement 
and the certificate of incorporation and bylaws of the Company 
will be amended in accordance with the provisions of the 
Investment Agreement.

	The Plan and an accompanying disclosure statement were filed 
with the Bankruptcy Court on May 17, 1994.  Fidelity currently 
intends to vote any shares of Common Stock it or any Fidelity 
Entity owns in favor of the Plan.  It is anticipated that upon 
consummation of the Plan, (i) the Common Stock will be canceled 
and will cease to be authorized to be quoted in the National 
Association of Securities Dealers Automated Quotation System and 
listed on the Pacific Stock Exchange, and its registration will 
be terminated pursuant to Section 12(g)(4) of the Exchange Act, 
and (ii) the Preferred Stock will be canceled.

	On April 21, 1994, the Company and AmWest entered into a 
Third Revised Interim Procedures Agreement (the "Procedures 
Agreement").  The following is a brief description of certain 
provisions of the Procedures Agreement and is qualified in its 
entirety by reference to such agreement, a copy of which was 
filed as an exhibit to the Schedule 13D.

	During the term of the Procedures Agreement, the Company has 
agreed not to initiate or solicit any offer or proposal providing 
for, or in furtherance of, any Prohibited Transaction, except 
under the circumstances expressly set forth in the Procedures 
Agreement, including the provision of notice and information to 
AmWest and the opportunity for AmWest to make a matching bid.  
Prohibited Transactions are defined in the Procedures Agreement, 
subject to certain express exceptions, as (i) transactions 
similar to the investment by AmWest contemplated by the 
Investment Agreement, including the issuance and sale by the 
Company of any of the securities contemplated thereby, (ii) the 
designation of the proposal of a plan of any party other than 
AmWest as a Lead Plan Proposal (as defined in the Procedures 
Agreement), (iii) the execution of a contract with any other 
airline which would interfere with the operation of the Alliance 
Agreements (as defined in the Procedures Agreement) between 
certain affiliates of AmWest and the Company which are 
contemplated by the Investment Agreement, (iv) any merger or 
consolidation of the Company, (v) any issuance or sale of debt or 
equity securities by the Company, or (vi) any sale, encumbrance, 
lease or other disposition of material assets of the Company or 
interest therein outside the ordinary and normal course of the 
Company's business.

	On April 7, 1994, Belmont II, Belmont and Copernicus entered 
into a Subscription Agreement with AmWest dated April 7, 1994 
(the "Subscription Agreement").  The following is a brief 
description of the Subscription Agreement and is qualified in its 
entirety by reference to such agreement, a copy of which was 
filed as an exhibit to the Schedule 13D.

	Pursuant to the Subscription Agreement, Belmont II, Belmont 
and Copernicus agreed, subject to the terms and conditions 
contained therein, to accept an assignment from AmWest of certain 
of its rights under the Investment Agreement, including the right 
to purchase certain voting securities, debt securities and 
warrants of New America West.  In addition, Belmont II, Belmont 
and Copernicus have agreed that, except with the consent of 
AmWest, neither they nor any of their affiliates shall, prior to 
the earlier of (i) the consummation of the Plan, or (ii) 
termination of the Investment Agreement, commit funds to, or 
otherwise become involved with any other entity which may attempt 
to acquire control of the Company.

	In addition to the securities of New America West to be 
purchased pursuant to the Subscription Agreement, certain 
Fidelity Entities, which may include Belmont II, Belmont and 
Copernicus, may purchase claims against the Company which, 
pursuant to the Plan, may be exchangeable for securities of New 
America West.

Item 7.  Material to be Filed as Exhibits.

	Exhibit 1 - Transpacific Purchase Agreement

	Exhibit 2 - TPG Letter Agreement


	This statement speaks as of its date, and no inference 
should be drawn that no change has occurred in the facts set 
forth herein after the date hereof.


	SIGNATURE

	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.

	Belmont Capital Partners II, L.P.


	By:     Fidelity Capital Partners II 
Corp.,
		its general partner


Dated:  May 24, 1994    By:     /s/ Judy K. Mencher     
		Name:  Judy K. Mencher
		Title:    Vice President

EX-10

	STOCK PURCHASE AGREEMENT

	By and Between

	TRANSPACIFIC ENTERPRISES, INC.

	and

	BELMONT CAPITAL PARTNERS II, L.P.


	dated as of May 17, 1994



	STOCK PURCHASE AGREEMENT dated as of May 17, 1994 by and 
between Transpacific Enterprises, Inc., a corporation organized 
and existing under the laws of the State of Washington (the 
"Seller") and Belmont Capital Partners II, L.P., a Delaware 
limited partnership ("Buyer").

	In consideration of the mutual covenants and agreements 
set forth herein and for good and valuable consideration, the 
receipt and sufficiency of which are hereby acknowledged, the 
parties hereto agree as follows:


	ARTICLE I

	DEFINITIONS

	SECTION 1.1.  Definitions.  In addition to the other terms 
defined elsewhere herein, as used in this Agreement the following 
terms have the meanings indicated:

	"Affiliate" means, with respect to any Person, any Person 
that, directly or indirectly, controls, is controlled by or is 
under common control with such Person.  For the purposes of this 
definition, "control" (including, with correlative meanings, the 
terms "controlling," "controlled by" and "under common control 
with"), as used with respect to any Person, means the possession, 
directly or indirectly, of the power, alone or together with 
others, to direct or cause the direction of the management and 
policies of such Person, whether through the ownership of voting 
securities, by contract or otherwise.

	"Agreement" means this Agreement, as the same may be 
amended, supplemented or modified from time to time in accordance 
with the terms hereof.

	"AWA" means America West Airlines, Inc., a Delaware 
corporation, that is currently operating pursuant to Chapter 11 
of the Bankruptcy Code, as amended.

	"Bankruptcy Code" means the United States Bankruptcy Code, 
11 U.S.C. Sections 101 et seq. as in effect from time to time.

	"Bankruptcy Court"  means the United States Bankruptcy 
Court for the District of Arizona.

	"Business Day" means each Monday, Tuesday, Wednesday, 
Thursday and Friday which is not a day on which banking 
institutions in New York City, New York are authorized or 
obligated by law to close or any day on which the New York Stock 
Exchange shall be closed.

	"Case" means the reorganization case of AWA under Chapter 
11 of the Bankruptcy Code which is pending in the Bankruptcy 
Court, Case No. 91-07505-PHX-RGM. 

	"Closing" has the meaning specified in Section 2.1 of this 
Agreement.

	"Closing Date" has the meaning specified in Section 2.1 of 
this Agreement.

	"Common Stock" means the common stock, par value $0.25 per 
share, of AWA.

	"Governmental Authority" means any governmental or 
quasi-governmental authority, including, without limitation, any 
Federal, foreign, state, territorial, county, municipal or other 
governmental or quasi-governmental agency, board, branch, bureau, 
commission, court, department or other instrumentality or 
political unit or subdivision, whether domestic or foreign.

	"Lien" means any mortgage, pledge, lien, encumbrance, 
easement, restriction, covenant, right-of-way, charge or adverse 
claim affecting title or resulting in an encumbrance against real 
or personal property, or a security interest of any kind 
(including any conditional sale or other title retention 
agreement, any lease in the nature thereof, any option, right of 
first refusal or other similar agreement to sell and any filing 
of or agreement to give any financing statement under the Uniform 
Commercial Code (or equivalent statute or statutes) of any 
jurisdiction).

	"Officers' Certificate" means, except as otherwise 
provided herein, with respect to any Person (other than an 
individual), a certificate signed by any two of the chief 
executive officer, chief financial officer, chief operating 
officer, chief accounting officer or any vice president of such 
Person or by any one of such officers and by the secretary or 
assistant secretary of such Person.

	"Person" means any individual, corporation, partnership, 
joint venture, association, joint-stock company, trust, 
unincorporated organization or other agency or political 
subdivision thereof.

	"Plan" means the Plan of Reorganization under Chapter 11 
of the Bankruptcy Code in connection with the Case that was filed 
with the Bankruptcy Court on May 17, 1994 jointly by AWA and 
AmWest Partners, L.P.

	"Preferred Stock" means the Series C 9.75% preferred 
stock, par value $0.25 per share, of AWA.

	"Purchase Price" means $7,283,976.80.

	"Securities Act" means the Securities Act of 1933 and the 
rules and regulations promulgated thereunder, in each case as 
amended from time to time.

	"Stock" means the Common Stock and Preferred Stock to be 
purchased by the Buyer pursuant to this Agreement.


	ARTICLE II

	PURCHASE OF STOCK

	SECTION 2.1.  Purchase of Stock.  On the terms and subject 
to the conditions herein set forth, Seller shall sell, assign and 
transfer to the Buyer, and the Buyer shall purchase from the 
Seller, 1,884,438 shares of Common Stock and $500,000 face amount 
of Preferred Stock.  The purchase of the Stock (the "Closing") 
shall occur three full Business Days following the day on which 
all of the conditions to Closing set forth in Article IV hereof 
have been satisfied or waived in accordance with the terms hereof 
or at such other date as the Seller and the Buyer may agree.  The 
date on which the Closing is to occur is herein referred to as 
the "Closing Date."  The Closing shall take place at the offices 
of Arnold & Porter, 1200 New Hampshire Avenue, N.W., Washington, 
D.C. or at such other location as the Seller and the Buyer may 
agree.  The purchase of the Stock contemplated hereby shall be 
made at the Closing by the Seller delivering to the Buyer a 
certificate or certificates evidencing the Stock in definitive 
form together with stock powers executed in blank.

	SECTION 2.2.  Payment of Purchase Price.  The Purchase 
Price for the Stock totals $7,283,976.80, which represents the 
sum of (i) $6,783,976.80 for the Common Stock to be sold by the 
Seller and purchased by the Buyer hereunder ($3.60 per share 
times 1,884,438 shares) and (ii) $500,000 for the Preferred Stock 
to be sold by the Seller and purchased by the Buyer hereunder.  
At the Closing, the Buyer shall pay to the Seller in immediately 
available funds by wire transfer to the account designated by the 
Seller $6,783,976.80, which represents (i) the Purchase Price 
minus (ii) a deposit of $500,000 made heretofore by the Buyer, 
receipt of which is hereby acknowledged by the Seller.  


	ARTICLE III

	REPRESENTATIONS AND WARRANTIES

	SECTION 3.1.  Representations and Warranties of the 
Seller.  In order to induce the Buyer to enter into this 
Agreement and purchase the Stock, the Seller hereby represents 
and warrants to, and covenants and agrees with, the Buyer as 
follows:

	(a)  The Seller is a corporation duly organized, validly 
existing and in good standing under the laws of the State of 
Washington, with full power and authority to execute, deliver and 
perform its obligations under this Agreement, including all 
documents executed or to be executed in connection herewith, and 
to sell and assign the Stock to the Buyer.  This Agreement and 
all documents executed or to be executed in connection herewith 
have been duly and validly authorized, executed and delivered by 
the Seller.  Neither the execution, delivery and performance of 
this Agreement by the Seller, nor the sale and assignment of the 
Stock to the Buyer hereunder, violates, has resulted or will 
result in a breach of any of, or constitutes a default (or an 
event which with or without notice and/or lapse of time would 
constitute a default) under, the Seller's organizational 
documents or by-laws, or any agreement or instrument to which the 
Seller is a party or by which it is bound, or any statute, order, 
rule or regulation of any court or other governmental authority 
applicable to it.  This Agreement and all documents executed or 
to be executed in connection herewith are the legal, valid and 
binding obligations of the Seller, enforceable against the Seller 
in accordance with their respective terms, except as such 
enforceability may be limited by applicable bankruptcy, 
insolvency, reorganization and similar laws affecting creditors' 
rights generally, moratorium laws from time to time in effect, 
and by equitable principles restricting the availability of 
equitable remedies.

	(b)  The Seller is the sole legal and beneficial owner and 
holder of the Stock and has good and marketable title thereto, 
free and clear of any Liens.  The Seller has not, directly or 
indirectly, pledged, encumbered, assigned, transferred, conveyed, 
disposed of or terminated, in whole or in part, any of its right, 
title and interest in and to the Stock, or granted any right to 
acquire or dispose or vote, such Stock, except to the Buyer 
hereunder.  Upon the delivery of and payment for the Stock 
hereunder, the Seller will deliver to the Buyer good and 
marketable title thereto, free and clear of all Liens.  As of the 
date hereof, the Seller and all Affiliates of the Seller own in 
the aggregate 3,768,876 shares of Common Stock and $1,000,000 
face amount of Preferred Stock.

	(c)  The Seller has not entered into any contract, 
arrangement or understanding with any Person which will result in 
the obligation of the Buyer to pay any finder's fees, brokerage 
or agent's commissions or other like payments in connection with 
the negotiations leading to this Agreement or the consummation of 
the transactions contemplated hereby.

	(d)  No form of general solicitation or general 
advertising including, but not limited to, advertisements, 
articles, notices or other communications published in any 
newspaper, magazine or similar medium or broadcast over 
television or radio, or any seminar or meeting whose attendees 
have been invited by any general solicitation or general 
advertising, was used by the Seller or any of its representatives 
in connection with the sale of the Stock.

	(e)  Except for certain consents of AWA required pursuant 
to those certain Stock Purchase and Sale Agreements between AWA 
and the Seller dated as of October 9, 1985 and July 31, 1987, 
which consents have been obtained, no registration or filing 
with, notice to, or consent or approval of, or other action by, 
any Governmental Authority or any other party is required in 
connection with the execution, delivery and performance of this 
Agreement by the Seller or the sale and assignment by the Seller 
of the Stock hereunder.

	(f)  No proceedings are pending or, to the best of 
Seller's knowledge, threatened against or affecting the Seller, 
before any Governmental Authority, which, singly or in the 
aggregate, could adversely affect any action taken or to be taken 
by the Seller under this Agreement.

	(g)  The Seller is a sophisticated seller with respect to 
the Stock, has adequate information concerning the business and 
financial condition of AWA and the status of the Case to make an 
informed decision regarding the sale of the Stock, and has 
independently and without reliance upon Buyer made its own 
analysis and decision to enter into this Agreement, except that 
the Seller has relied upon the representations, warranties, 
covenants and agreements of the Buyer expressly set forth in this 
Agreement.  The Seller acknowledges that the Buyer has not made 
and does not make any representation or warranty, whether express 
or implied, of any kind or character except as expressly set 
forth in this Agreement.  The Seller acknowledges that the 
assignment and transfer of the Stock by the Seller to the Buyer 
is irrevocable, and that the Seller shall have no recourse to the 
Buyer except with respect to remedies resulting from breaches of 
this Agreement or as otherwise expressly set forth herein.  The 
Buyer is not an agent for the Seller.  The Seller is aware that 
the consideration received hereunder for the sale of the Stock 
may differ both in kind and in amount from any distributions made 
pursuant to the Plan or any other plan of reorganization 
confirmed by the Bankruptcy Court in the Case, or in any 
succeeding cases under Chapter 7 of the Bankruptcy Code.

	(h)  The Seller acknowledges that the Buyer and/or its 
Affiliates (i) has agreed to purchase certain securities of AWA 
in connection with the Plan, (ii) may purchase certain claims 
against AWA which would be entitled to participate in the Plan 
and (iii) has negotiated certain transactions with AWA, and that, 
as a result of the foregoing actions and otherwise, the Buyer may 
possess material non-public information regarding AWA not known 
to the Seller (the "Buyer Excluded Information").  The Seller 
agrees that the Buyer shall have no liability to the Seller with 
respect to non-disclosure of the Buyer Excluded Information, 
except to the extent of any breach by the Buyer of its 
representations, warranties, covenants and agreements set forth 
in this Agreement.

	SECTION 3.2  Representations and Warranties of the Buyer.  
In order to induce the Seller to enter into this Agreement and to 
sell the Stock to the Buyer as contemplated hereunder, the Buyer 
hereby represents and warrants to, and covenants and agrees with, 
the Seller as follows:

	(a)  The Buyer (i) is an accredited investor as defined in 
Regulation D under the Securities Act, or (ii) by reason of its 
business and financial experience, and the business and financial 
experience of those Persons, if any, retained by it to advise it 
with respect to its investment in the Stock to be acquired by it 
hereunder, the Buyer together with such advisors has such 
knowledge, sophistication and experience in business and 
financial matters as to be capable of evaluating the merits and 
risk of the prospective investment, and is purchasing the Stock 
for its own account (and/or on behalf of managed accounts that 
are purchasing for their own account) and with no present 
intention of (i) distributing or (ii) reselling the Stock other 
than pursuant to a registration statement under the Securities 
Act or an exemption thereunder; provided, however, that the 
foregoing shall not constitute a restriction on the Buyer's 
ability to dispose of its assets, such ability being at all times 
within its control.  The Buyer is a sophisticated buyer with 
respect to the Stock, has adequate information concerning the 
business and financial condition of AWA and the status of the 
Case to make an informed decision regarding the purchase of the 
Stock, and has independently and without reliance upon Seller 
made its own analysis and decision to enter into this Agreement, 
except that the Buyer has relied upon the representations, 
warranties, covenants and agreements of the Seller expressly set 
forth in this Agreement.  The Buyer acknowledges that the Seller 
has not made and does not make any representation or warranty, 
whether express or implied, of any kind or character except as 
expressly set forth in this Agreement.  

	(b)  The Buyer is a limited partnership duly organized, 
validly existing and in good standing under the laws of the State 
of Delaware, with full power and authority to execute, deliver 
and perform its obligations under this Agreement, including all 
documents executed or to be executed in connection herewith.  
This Agreement and all documents executed or to be executed in 
connection herewith have been duly and validly authorized, 
executed and delivered by the Buyer.  Neither the execution, 
delivery and performance of this Agreement by the Buyer, nor the 
purchase of the Stock by the Buyer hereunder, violates, has 
resulted or will result in a breach of any provision of, or 
constitutes a default (or an event which with or without notice 
and/or lapse of time would constitute a default) under, the 
Buyer's organizational documents or any agreement or instrument 
to which the Buyer is a party or by which it is bound, or any 
statute, order, rule or regulation of any court or other 
governmental authority applicable to it.  This Agreement and all 
documents executed or to be executed in connection herewith are 
the legal, valid and binding obligations of the Buyer, 
enforceable against the Buyer in accordance with their respective 
terms, except as such enforceability may be limited by applicable 
bankruptcy, insolvency, reorganization and similar laws affecting 
creditors' rights generally, moratorium laws from time to time in 
effect, and by equitable principles restricting the availability 
of equitable remedies.

	(c)  No registration or filing with, notice to, or consent 
or approval of, or other action by, any Governmental Authority or 
any other party, is required in connection with the execution, 
delivery and performance of this Agreement by the Buyer or the 
purchase by the Buyer of the Stock.

	(d)  The Buyer has not entered into any contract, 
arrangement or understanding with any Person which will result in 
the obligation of the Seller to pay any finder's fees, brokerage 
or agent's commissions or other like payments in connection with 
the negotiations leading to this Agreement or the consummation of 
the transactions contemplated hereby.

	(e)  No proceedings are pending or, to the best of the 
Buyer's knowledge, threatened against or affecting the Buyer 
before any Governmental Authority, which, singly or in the 
aggregate, could adversely affect any action taken or to be taken 
by the Buyer under this Agreement.

	(f)  The Buyer acknowledges that the Seller may possess 
material non-public information regarding AWA not known to the 
Buyer (the "Seller Excluded Information").  The Buyer agrees that 
the Seller shall have no liability to the Buyer with respect to 
non-disclosure of the Seller Excluded Information, except to the 
extent of any breach by the Seller of its representations, 
warranties, covenants and agreements set forth in this Agreement.


	ARTICLE IV

	CONDITIONS PRECEDENT TO CLOSING

	SECTION 4.1.  Conditions Precedent to Obligations of the 
Parties Hereto.  The respective obligations of each party to 
effect the purchase and sale of the Stock as contemplated hereby 
shall be subject to the fulfillment at or prior to the Closing of 
each of the following conditions:

	(a)     Neither the Seller nor the Buyer shall be subject to 
any writ, order, decree or injunction of a court of competent 
jurisdiction which prohibits or restricts the consummation of the 
purchase and sale of the Stock as contemplated hereby.

	(b)     Each party shall have received all consents, permits 
and other authorizations, and made all such filings and 
declarations, as may be required from any Person pursuant to any 
law, statute, regulation or rule (Federal, state, local and 
foreign), or pursuant to any agreement, order or decree to which 
such person is a party or to which it is subject, in connection 
with the transactions contemplated by this Agreement.

	SECTION 4.2.  Conditions Precedent to Obligations of the 
Buyer on the Closing Date.  The obligation of the Buyer to 
purchase the Stock as contemplated hereby is subject to the 
satisfaction by the Seller or waiver by the Buyer of the 
following conditions, at or prior to the Closing:

	(a)     The representations and warranties made by the Seller 
herein shall be true and correct in all material respects on and 
as of the date hereof and at and as of the Closing Date, as if 
made on and as of such date, and the Seller shall have complied 
with and performed all covenants, agreements and conditions 
contained herein and in any other document contemplated hereby 
required to be complied with or performed by it at or prior to 
the Closing, and the Buyer shall have received an Officers' 
Certificate of the Seller to the foregoing effect dated as of the 
Closing Date.  The Buyer also shall have received an Officers' 
Certificate  of the Seller dated as of the Closing Date, 
certifying approval of the execution, delivery and performance by 
the Seller into this Agreement and the transactions contemplated 
hereby and attaching copies of any resolutions of the 
shareholders, Board of Directors or any committee(s) of the 
Seller, if any, required for such approval.

	(b)     The purchase of the Stock by the Buyer hereunder shall 
not at the Closing be prohibited by, or contrary to, any laws, 
regulations, credit controls (whether voluntary or mandatory) or 
similar restraints applicable to the Buyer, shall not be subject 
to reserve requirements, shall not be enjoined (temporarily or 
permanently) under, prohibited by or contrary to, any injunction, 
order or decree applicable to the Buyer, shall not subject the 
Buyer to any penalty or other onerous condition under or pursuant 
to any applicable law or governmental regulation, and shall be 
permitted by the laws and regulations of the jurisdiction to 
which Buyer is subject.

	SECTION 4.3.  Conditions Precedent to Obligations of the 
Seller on the Closing Date.  The obligation of the Seller to sell 
the Stock to the Buyer as contemplated hereby is subject to the 
satisfaction by the Buyer or waiver by the Seller of the 
condition, at or prior to the Closing, that the representations 
and warranties made by the Buyer herein shall be true and correct 
in all material respects on and as of the date hereof and at and 
as of the Closing Date as if made on and as of such date, and the 
Buyer shall have complied with and performed all covenants, 
agreements and conditions contained herein and in any other 
document contemplated hereby required to be complied with or 
performed by it at or prior to the Closing.


	ARTICLE V

	COVENANTS

	SECTION 5.1.  Covenants of the Parties Hereto.  The Seller 
covenants and agrees with the Buyer, and the Buyer covenants and 
agrees with the Seller, as follows:

	(a)     Consents and Approvals.  Each party hereto agrees to 
use its best efforts to cause all conditions to the obligations 
of the parties hereunder to be satisfied and to obtain or cause 
to be obtained prior to the Closing Date all necessary consents 
and approvals to the performance of the obligations of the 
parties under this Agreement.

	(b)     Filings; Other Action.  Subject to the terms and 
conditions herein provided, the Seller and the Buyer shall use 
their best efforts promptly to take, or cause to be taken, all 
other actions and do, or cause to be done, all other things 
necessary, proper or appropriate under applicable laws and 
regulations to consummate and make effective the transactions 
contemplated by this Agreement.

	(c)     Public Announcements.  The Buyer and the Seller will 
consult with each other before issuing any press release or 
otherwise making any public statement with respect to the 
exchange of securities contemplated by this Agreement and shall 
not issue any such press release or make any such public 
statement prior to such consultation, except as may be required 
by law.

	SECTION 5.2.  Covenants of the Seller.  The Seller 
covenants and agrees with Buyer as follows:

	(a)     Except in connection with the transactions 
contemplated hereby, unless and until this Agreement shall have 
been terminated in accordance with its terms for any reason, from 
the date hereof until the effectiveness of the Plan or any other 
plan or reorganization submitted in the Case, neither the Seller 
nor any of its Affiliates shall, directly or indirectly, through 
one or more transactions or acting in concert with one or more 
Persons, (i) take any action to solicit, initiate submission of 
or encourage proposals or offers from any Person relating to any 
acquisition, purchase or control of or holding of proxies, 
options or warrants for, any capital stock of AWA or any 
securities exchangeable for or convertible into the capital stock 
of AWA or (ii) acquire, purchase, control or hold proxies, 
options or warrants for, any capital stock of AWA or any 
securities exchangeable for or convertible into the capital stock 
of AWA.

	(b)     Unless and until this Agreement shall have been 
terminated in accordance with its terms for any reason, the 
Seller shall not sell, exchange, deliver, assign, pledge, 
encumber or otherwise transfer or dispose of any shares of the 
Stock, nor grant any right of any kind to acquire, dispose of, 
vote or otherwise control in any manner the Stock.

	(c)       The Seller agrees that it will indemnify and hold 
harmless Buyer from and against any and all claims, demands or 
liabilities for broker's, finder's, placement agent's or other 
similar fees or commissions incurred or alleged to have been 
incurred by the Seller or any Person acting on behalf of the 
Seller in connection with the sale of the Stock.

	SECTION 5.3.  Covenants of the Buyer.  The Buyer covenants 
and agrees with Seller as follows:

	(a)  If the Closing shall have occurred, the Buyer agrees 
that any amount that the Buyer shall receive as dividends on the 
Preferred Stock payable in respect of the period commencing on 
the date when dividends were last paid on the Preferred Stock 
through May 3, 1994 (the "TPE Preferred Stock Dividend") shall be 
remitted promptly to the Seller and pending such remittance shall 
be held in trust on behalf of the Seller.  The Buyer shall keep 
the Seller apprised of any information that it receives from AWA 
regarding the status of the payment of dividends on the Preferred 
Stock.  At the expense of the Buyer, the Buyer shall prosecute in 
the Case any claim of the holder of the Preferred Stock for the 
payment of dividends with respect to the Preferred Stock; 
provided, however, that if the Seller desires to assume such 
prosecution of any such claim it shall notify the Buyer, and 
thereafter shall have the right at its own expense to assume the 
prosecution of such claim.


	ARTICLE VI

	TERMINATION AND ABANDONMENT

	SECTION 6.1.  Termination.  This Agreement may be 
terminated at any time prior to the Closing:

	(a)     by mutual consent of the Seller and the Buyer, in 
which event the Seller shall promptly return to the Buyer its 
deposit of $500,000;

	(b)     by either the Seller or the Buyer if the purchase and 
sale of the Stock contemplated hereby shall not have been 
consummated on or before May 31, 1994, which date may be extended 
by mutual consent of Seller and Buyer (the "Termination Date").  
In the event of any such termination, the Seller shall promptly 
return to the Buyer its deposit of $500,000 unless the failure to 
consummate the purchase and sale of the Stock by the Termination 
Date shall result from a breach by the Buyer of its 
representations, warranties, covenants or agreements under this 
Agreement, which breach has not been cured prior to the 
Termination Date; or 

	(c)     by either the Seller or the Buyer, if any court of 
competent jurisdiction in the United States or other governmental 
body in the United States shall have issued an order (other than 
a temporary restraining order), decree or ruling or taken any 
other action restraining, enjoining or otherwise prohibiting the 
exchange of the securities contemplated hereby, and such order, 
decree, ruling or other action shall have become final and 
nonappealable, in which event the Seller shall promptly return to 
the Buyer its deposit of $500,000.

	SECTION 6.2.  Procedure and Effect of Termination.  In the 
event of termination and abandonment of this Agreement pursuant 
to this Article VI, written notice thereof shall forthwith be 
given to the other party and this Agreement shall terminate 
without further action by any of the parties hereto.

	SECTION 6.3.  Effect of Termination and Abandonment.  In 
the event of termination of this Agreement pursuant to this 
Article VI, no party hereto (or any of its directors or officers) 
shall have any liability or further obligation to any other party 
to this Agreement, except that nothing herein will relieve any 
party from liability for any intentional breach of this Agreement 
and except as contemplated in Section 6.1 with respect to the 
return or the retention of the Buyer's deposit, as the case may 
be.


	ARTICLE VII

	MISCELLANEOUS

	SECTION 7.1.  Survival of Representations and Covenants.  
The respective representations, warranties and covenants of the 
parties hereto contained herein or in any certificates or other 
documents delivered prior to or at the Closing shall not be 
deemed waived or otherwise affected by any investigation made by 
any party hereto.  The representations and warranties of the 
parties hereto contained herein and in such certificates and 
documents shall survive the execution and delivery of this 
Agreement and the Closing hereunder until the third anniversary 
of the Closing Date.

	SECTION 7.2.  Indemnification by Buyer and Seller.

	(a)     The Seller agrees to indemnify, defend and hold the 
Buyer and its officers, directors, trustees, employees, agents 
and controlling persons (collectively, the "Buyer Indemnitees") 
harmless from and against any and all expenses, losses, claims, 
damages and liabilities which are incurred by or threatened 
against the Buyer Indemnitees or any of them (including, without 
limitation, reasonable attorneys' fees and expenses), which are 
caused by, or in any way result from or relate to, the Seller's 
breach of any of the representations, warranties, covenants or 
agreements of the Seller set forth in this Agreement.

	(b)     The Buyer agrees to indemnify, defend and hold the 
Seller and its officers, directors, partners, trustees, 
employees, agents and controlling persons (collectively, the 
"Seller Indemnitees") harmless from and against any and all 
expenses, losses, claims, damages and liabilities which are 
incurred or threatened against the Seller Indemnitees or any of 
them (including, without limitation, reasonable attorneys' fees 
and expenses), which are caused by, or in any way result from or 
relate to, the Buyer's breach of any of the representations, 
warranties, covenants or agreements of the Buyer set forth in 
this Agreement.

	SECTION 7.3.  Confidentiality.  Each party agrees that 
from and after the Closing Date it shall not disclose the 
Purchase Price or the basis on which it was calculated, to any 
person or entity, except (i) as may be required by law or 
regulation, or by an order, judgment or decree of a court or 
other governmental authority of competent jurisdiction, or 
(ii) with the consent of the other party, or (iii) to such 
party's employees, partners, agents, attorneys, representatives, 
officers, trustees, directors, accountants and investment 
advisors.

	SECTION 7.4.  Specific Performance.  The parties 
acknowledge and agree that the breach of this Agreement by the 
Seller would cause irreparable damage to the Buyer and that the 
Buyer does not and will not have an adequate remedy at law.  
Therefore, the obligations of the Seller under this Agreement, 
including without limitation its obligation to sell the Stock to 
the Buyer, shall be enforceable by a decree of specific 
performance issued by any court of competent jurisdiction, and 
appropriate injunctive relief may be applied for and granted in 
connection therewith.  Such remedies shall, however, be 
cumulative and not exclusive and shall be in addition to any 
other remedies which the Buyer may have under this Agreement or 
otherwise.

	SECTION 7.5.  Successors and Assigns.  This Agreement, 
including, without limitation, the representations, warranties, 
covenants and agreements contained herein (i) shall inure to the 
benefit of and be enforceable by the parties hereto and their 
respective successors, assigns and transferees, and (ii) shall be 
binding upon and enforceable against the parties hereto and their 
respective successors, assigns and transferees.

	SECTION 7.6.  Further Assurances.  Each of the parties 
hereto agrees to execute and deliver, or cause to be executed and 
delivered, all such instruments, and to take all such action, as 
the other party may reasonably request in order to effectuate the 
intent and purposes of, and to carry out the terms of, this 
Agreement.

	SECTION 7.7.  Costs and Expenses.  Except as otherwise 
expressly provided herein, each party to this Agreement shall 
bear its own costs and expenses (including but not limited to 
attorneys' fees and expenses) in connection with the transactions 
contemplated hereby.  

	SECTION 7.8.  Counterpart Execution.  This Agreement may 
be executed in any number of counterparts, each of which, when so 
executed and delivered, shall be an original, but all of which 
together shall constitute one agreement binding all of the 
parties hereto.

	SECTION 7.9.  Amendments; Waivers.

	(a)     No amendment of any provision of this Agreement shall 
be effective unless it is in writing and signed by the Seller and 
the Buyer, and no waiver of any provision of this Agreement, nor 
consent to any departure by the Seller or the Buyer therefrom, 
shall be effective unless it is in writing and signed by the 
other party, and then such waiver or consent shall be effective 
only in the specific instance and for the specific purpose for 
which given.

	(b)     No failure on the part of either party to exercise, 
and no delay in exercising, any right hereunder or under any 
related document shall operate as a waiver thereof by such party, 
nor shall any single or partial exercise of any right hereunder 
or under any other related document preclude any other or further 
exercise thereof or the exercise of any other right.  The rights 
and remedies of each party provided herein and in other related 
documents (i) are cumulative and are in addition to, and not 
exclusive of, any rights or remedies provided by law, and 
(ii) are not conditional or contingent on any attempt by such 
party to exercise any of its rights under any other related 
document against the other party or any other entity.

	SECTION 7.10.  Governing Law; Trial by Jury.  This 
Agreement shall be construed and the obligation of the parties 
hereunder shall be determined in accordance with the laws of the 
State of Delaware (without regard to any conflict of laws 
provisions thereof).  THE BUYER AND THE SELLER EACH HEREBY WAIVE 
TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING, DIRECTLY OR 
INDIRECTLY, ANY MATTER (WHETHER SOUNDING IN TORT, CONTRACT OR 
OTHERWISE) IN ANY WAY ARISING OUT OF, OR RELATED TO, OR CONNECTED 
WITH, THIS AGREEMENT.

	SECTION 7.11.  All demands, notices, requests, consents, 
and communications hereunder shall be in writing and shall be 
deemed to have been duly given if personally delivered by courier 
service or messenger, sent by overnight delivery service, telex, 
or facsimile transmission, or deposited in the mails, by 
certified or registered mail, postage prepaid, return receipt 
requested, to the following addresses, or such other addresses as 
may be furnished hereafter by notice in writing, to the following 
parties:

		(i)     in the case of the Buyer:

			Belmont Capital Partners II, L.P.
			82 Devonshire Street - F7E
			Boston, Massachusetts  02109
			Attention:  Portfolio Manager
			Telecopy No.:  (617)570-7458

			with a copy to:

			Wendy Schnipper Clayton, Esq.
			Senior Legal Counsel
			82 Devonshire Street - F7D
			Boston, Massachusetts  02109
			Telecopy No.:  (617)570-7688

	   (ii) in the case of the Seller:

			Transpacific Enterprises, Inc.
			c/o Ansett Industries Australia, Ltd.
			10881 La Tuna Canyon Road
			Sun Valley, California  91352
			Attention:  Gregory R. Quinlan
			Telecopy No.:  (818)768-7081

			with a copy to:

			Arnold M. Quittner, Esq.
			Stroock & Stroock & Lavan
			2029 Century Park East, 18th Floor
			Los Angeles, California  90067
			Telecopy No.:  (310)556-5959


	All demands, requests, consents, notices and communication 
shall be deemed to have been received if addressed in the manner 
described above, (i) at the time of actual delivery thereof by 
hand, by courier service or by facsimile transmission, or (ii) if 
sent by telex, when a confirmation is received, or (iii) if sent 
by overnight delivery service, one (1) Business Day after deposit 
thereof with such delivery service, or (iv) if sent by certified 
or registered mail, three (3) Business Days after certification 
or registration thereof.

	SECTION 7.12.  Integration.  This Agreement, together with 
any exhibits hereto and any documents delivered or executed on or 
after the date hereof, constitute the entire agreement and 
understanding between the parties hereto with respect to the 
subject matter hereof and supersede all prior agreements, 
understandings or representations pertaining to the subject 
matter hereof, whether oral or written.  There are no 
representations, warranties or other agreements between the 
parties in connection with the subject matter hereof except as 
specifically set forth or incorporated herein.

	SECTION 7.13.  Severability.  If any provision of this 
Agreement or any other agreement or document delivered in 
connection herewith, is partially or completely invalid or 
unenforceable in any jurisdiction, then that provision shall be 
ineffective in that jurisdiction to the extent of its invalidity 
or unenforceability, but the invalidity or unenforceability of 
that provision shall not affect the validity or enforceability or 
any other provision of this Agreement, all of which shall be 
construed and enforced as if that invalid or unenforceable 
provision were omitted, nor shall the invalidity or 
unenforceability of that provision in one jurisdiction affect its 
validity or enforceability in any other jurisdiction.

	SECTION 7.14.  Captions and Headings.  The section 
captions and headings in this Agreement are for convenience only 
and are intended to be full or accurate descriptions of the 
contents thereof.  They shall not be deemed to be part of this 
Agreement and in no way define, limit, extend or describe the 
scope or intent of any provisions hereof.

	SECTION 7.15.  Limitation of Liability.  The Seller 
acknowledges and agrees that this Agreement is not executed on 
behalf of or binding upon any of the trustees, officers, 
directors, partners or shareholders of the Buyer individually, 
but are binding only upon the assets and property of the Buyer.  
With respect to all obligations of the Buyer arising out of this 
Agreement, the Seller shall look for payment or satisfaction of 
any claim solely to the assets and property of the Buyer.


	IN WITNESS WHEREOF, the undersigned have caused this 
Agreement to be executed as of the day and year first above 
written.

			TRANSPACIFIC ENTERPRISES, INC.



			By: /s/ Leslie Hong
			Name: Leslie Hong
			Title: Secretary



			BELMONT CAPITAL PARTNERS II, L.P.,
			 a Delaware Limited Partnership


				By:  Fidelity Capital Corp.,
				     its General Partner

				By:  /s/ Daniel J. Harmetz
				Name:  Daniel J. Harmetz
				Title: Vice President

EX-10

	May 20, 1994




Belmont Capital Partners II, L.P.
82 Devonshire Street - F7E
Boston, Massachusetts  02109
Attention:  Portfolio Manager


	RE:  America West Airlines, Inc.


Ladies and Gentlemen:

	Reference is made to Section 2(b) of that certain letter 
agreement dated May 5, 1994 between Belmont Capital Partners II, 
L.P. ("Belmont") and Transpacific Enterprises, Inc. ("TPE") and 
to Section 5.3 of that certain Stock Purchase Agreement dated as 
of May 17, 1994 between Belmont and TPE (the "Stock Purchase 
Agreement"), in each case referring to the obligation of Belmont 
to prosecute in the U.S. Bankruptcy Court proceedings of America 
West Airlines, Inc., any claims (the "Claims") for unpaid 
dividends relating to the 36,549.5 shares of Series C 9.75% 
Preferred Stock, par value $0.25 per share, of America West 
Airlines, Inc. (the "Preferred Stock") purchased by Belmont 
pursuant to the Stock Purchase Agreement. 

	In accordance with our understandings, TPG Partners, L.P. 
("TPG") agrees to pay all expenses of Belmont (including fees and 
disbursements of counsel) incurred in connection with the 
prosecution of the claims, and TPG and Belmont agree to 
coordinate with each other the prosecution of their related 
obligations to TPE regarding the shares of Preferred Stock held 
by each of them.

	This Agreement (i) shall inure to the benefit of and be 
enforceable by Belmont and its successors, assigns and 
transferees and (ii) shall be binding upon and enforceable 
against TPG and its successors, assigns and transferees.  This 
Agreement shall be construed and the obligations of TPG and 
Belmont hereunder shall be determined in accordance with the laws 
of the State of Delaware, excluding such state's conflict of laws 
principles.  This Agreement may be executed in any number of 
counterparts, each of which, when so executed and delivered, 
shall be an original, but all of which together shall constitute 
one agreement binding all of the parties hereto.

	Please confirm that the foregoing correctly sets forth the 
understandings between TPG and Belmont by signing this letter at 
the space indicated below and returning one fully signed copy to 
the undersigned.


		TPG PARTNERS, L.P.

		By:  TPG Genpar, L.P.   
		By:  TPG Advisors, Inc.


		By:  /s/ Richard Ekleberry
		Name:  Richard Ekleberry
		Title:  Vice Presiden


ACCEPTED AND AGREED:

BELMONT CAPITAL PARTNERS II, L.P.

By:  Fidelity Capital Partners II Corp., 
     its General Partner



By:  /s/ Daniel J. Harmetz
Name:  Daniel J. Harmetz
Title:  Vice President