SC 13D/A

SCHEDULE 13D

Amendment No. 2
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. 2 to Schedule 13D (this "Amendment") should be read 
in conjunction with the Schedule 13D (the "Schedule 13D") and Amendment No. 1 
thereto ("Amendment No. 1") filed with the Securities and Exchange Commission 
on May 16, 1994 and May 24, 1994, respectively, 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 and Amendment No. 1 only with respect 
to Item 6.  All capitalized terms not otherwise defined herein shall have the 
meanings ascribed thereto in the Schedule 13D and Amendment No. 1.

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

	On May 23, 1994, 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 was filed as an exhibit to Amendment No. 1.

	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.

	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 was filed as an exhibit to Amendment No. 1.

	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 mailed to the 
Company's creditors and equity holders on July 5, 1994.  Creditors' and equity 
holders' ballots accepting or rejecting the Plan must be returned on or before 
August 3, 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 cancelled 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 cancelled.

	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 June 28, 1994, Belmont II, Belmont and Copernicus entered into a new 
Subscription Agreement with AmWest dated June 28, 1994 (the "Subscription 
Agreement") replacing the previous agreement among such parties dated April 7, 
1994, a copy of which was filed as an exhibit to the Schedule 13D.  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 is 
filed as an exhibit hereto and incorporated herein by reference.

	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, Belmont II, Belmont and Copernicus 
have purchased certain 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 - Subscription 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:  July 11, 1994	By:		/s/ Judy K. Mencher	
		Name:  Judy K. Mencher
		Title:    Vice President

EX-10

	SUBSCRIPTION AGREEMENT



AmWest Partners, L.P.
201 Main Street
Suite 2420
Fort Worth, Texas  76102

Attention:  AmWest Genpar, Inc., General Partner


Gentlemen and Ladies:

	Reference is made to that certain Third Revised Investment Agreement 
dated April 21, 1994 and attached hereto as Exhibit A and incorporated herein 
by reference, as the same may be amended from time to time (the "Investment 
Agreement") by and between AmWest Partners, L.P. (the "Partnership"), a 
limited partnership organized and existing under the laws of the State of 
Texas, with AmWest Genpar, Inc., a corporation organized and existing under 
the laws of the State of Texas, as its general partner (the "General 
Partner"), and America West Airlines, Inc. ("America West").  Capitalized 
terms used herein and not otherwise defined herein are used herein as defined 
in the Investment Agreement.  

	Pursuant to and subject to the terms and conditions of the 
Investment Agreement and the First Amended and Restated Plan of Reorganization 
dated June 13, 1994 (the "Plan"), which was filed in the Chapter 11 case of 
America West, America West, or its successor as reorganized pursuant to 
Chapter 11 of the U.S. Bankruptcy Code ("New America West"), has agreed to 
issue to the Partnership, and the Partnership has agreed to purchase from 
America West, certain Securities of New America West.  In furtherance of its 
obligations under the Investment Agreement, the Partnership has agreed to 
assign to Belmont Fund, L.P., Fidelity Copernicus Fund, L.P., and Belmont 
Capital Partners, L.P. (each, a "Fund"), or other funds or accounts managed or 
advised by Fidelity Management Trust Company or its affiliates ("Fidelity") 
(collectively, the "Investor"), certain of the Partnership's rights to 
purchase from New America West and Investor has agreed to acquire from New 
America West on the terms and conditions set forth herein, the Securities 
specified herein.

	In consideration of the premises and mutual covenants herein 
contained, Investor and the Partnership hereby agree as follows:

	Acquisition of Securities
 
	Pursuant to the Investment Agreement and the Plan, the 
Partnership has agreed, subject to the terms and conditions set forth therein, 
to purchase certain of the Securities from New America West for an aggregate 
purchase price of $214,857,000, subject to adjustment as provided therein (the 
"Purchase Price").  Investor has agreed and hereby agrees to accept an 
assignment from the Partnership of certain of its rights under the Investment 
Agreement and the Procedures Agreement, including the right to purchase such 
Securities, and Investor has agreed to assume certain of its obligations in 
respect thereof.

	Upon the occurrence of the Confirmation Date, the General Partner 
shall notify Investor of such event and of the Securities to be purchased by 
Investor at the Effective Date. Upon the Effective Date, Investor shall, 
against delivery of the certificates representing such Securities, purchase 
the Securities of New America West set forth below:  

		(i) Investor shall, for a purchase price of $22,143,000, 
acquire 2,400,608 shares of Class B Common and 422,748 Warrants;

		(ii) Investor shall, for a purchase price of not less than 
$100,000,000 [and not more than $130,000,000, as determined by the 
Company prior to the Effective Date], acquire, pursuant to a Note 
Purchase Agreement reasonably satisfactory to Investor and under an 
indenture reasonable satisfactory to Investor, a like principal 
amount of Notes to be issued by New America West pursuant to the 
Investment Agreement, and shall be paid a fee of 1% of the total 
purchase price therefor by New America West for consummating such 
purchase;

		(iii)  Investor shall, for an amount equal to 20.38% of the 
cost of any shares of Class B Common, if any, which the Partnership 
is required to purchase pursuant to clause (B) of the proviso to 
Section 4(a)(2)(i) of the Investment Agreement, purchase 20.38% of 
the shares of Class B Common purchased pursuant to said Section; and

		(iv) Investor shall purchase the first $75,000,000 in value of 
the shares of Class B Common, if any, required to be purchased by 
the Partnership pursuant to Section 4(a)(2)(ii) of the Investment 
Agreement; provided, that in no event shall Investor be required to 
purchase more than the aggregate number of shares of Class B Common 
required to be purchased pursuant to such Section; and 

		(v) Investor shall purchase from the Company, the Partnership 
or Lehman Brothers, Inc. ("Lehman"), 20.38% of any shares of Class B 
Common which the Partnership or Lehman has the right to and elects 
to acquire pursuant to the Plan in respect of the 2,322,000 shares 
of common stock of America West which are owned by Lehman as of the 
date hereof, on such terms as provided in the Plan for such 
acquisition.

	Investor acknowledges, and the General Partner agrees, that 
the closing of the purchase of the Securities of New America West is subject 
to the satisfaction of the conditions precedent as described in Section 8 of 
the Investment Agreement.  The Partnership will not waive any of such 
conditions precedent without the prior written approval of Investor, which 
approval will not be withheld unreasonably, and will not make modify or amend 
the Investment Agreement or the Procedures Agreement in any material respect, 
agree to provisions of the Plan, or enter into any other agreements with 
America West or New America West prior to the Effective Date or earlier 
termination of the Investment Agreement, without Investor's prior consent, 
which consent will not be withheld unreasonably.  This Subscription Agreement 
will be returned promptly to Investor, together with all investment documents 
theretofore delivered by Investor, upon the earlier of (i) the termination of 
the Investment Agreement or (ii) December 31, 1994, if the Effective Date 
shall not have occurred by such date.
 
	Acceptance of Subscription

	The General Partner, on behalf of the Partnership, shall accept this 
Subscription Agreement by executing, and later delivering to Investor, 
executed copies of this Subscription Agreement and the Acceptance of 
Subscription attached hereto.  This Subscription Agreement is delivered 
irrevocably but shall terminate upon the earlier of (i) the termination of the 
Investment Agreement or (ii) December 31, 1994, if the Effective Date shall 
not have occurred by such date.

	Representations and Warranties of each Fund.

	In order to induce the General Partner and the Partnership to accept 
this Subscription Agreement, each Fund severally but not jointly hereby repre-
sents and warrants as follows as to itself:

  Investment Intent.  The Fund is acquiring the Securities for its 
own account, for investment, and not with the view to a sale of such interest 
in connection with any distribution thereof, except in compliance with the 
Securities Act of 1933, as amended, and subject to the disposition of 
Securities being at all times within such Fund's control, except as otherwise 
expressly provided herein or in the Investment Agreement;
 
  Sophistication.  The Fund, alone or with its professional 
advisors, has the educational, financial, and business background and 
knowledge so as to be capable of evaluating the merits and risks of an 
investment in New America West, and has the capacity to protect its own 
interests in making this investment;
 
  Registration and Transfer.  The Fund understands that, pursuant to 
the Investment Agreement and the Plan, New America West shall provide 
registration rights with respect to the Securities under the Securities Act of 
1933, as amended (the "Securities Act").  Nonetheless, the Fund understands 
that there may be restrictions on the transferability of the Securities.  The 
Fund understands that prior to the Effective Date there will be no public 
market for the Securities and that it is possible that no public market will 
exist at any time thereafter;
 
  Advisors.  The Fund has been afforded the opportunity to seek and 
rely upon the advice of its own attorneys, accountants, or other professional 
advisors in connection with an investment in New America West and the 
execution of this Subscription Agreement;
 
  Valid Existence.  The Fund has been duly organized and is validly 
existing and in partnership good standing under the laws of its jurisdiction 
of organization, with full power and authority to own its property and conduct 
its business as currently conducted and to execute, deliver and perform this 
Subscription Agreement;
 
  Binding Obligation.  The execution and delivery of this 
Subscription Agreement by the Fund and the Fund's performance hereof and the 
transactions contemplated hereby have been duly authorized by the requisite 
action on the part of the Fund, and no other authorization or consent is 
required for the execution and performance hereof;
 
  No Conflict.  The execution, delivery and performance by the Fund 
of this Subscription Agreement does not violate, conflict with, or constitute 
a default under the Fund's Articles of Incorporation, By-Laws, partnership 
agreement, or any other corporate or partnership document or resolution, any 
agreement or commitment to which it is a party, or with respect to which any 
of its assets are bound, or, subject to obtaining the Confirmation Order and 
the Regulatory Approvals contemplated by Section 8(b) of the Investment 
Agreement, require any governmental consent or approval;
 
  Brokers.  The Fund has not used or retained any broker, agent, 
finder, syndicator or other intermediary with respect to its acquisition of 
Securities or the events or transactions contemplated by this Subscription 
Agreement;
 
  Financial Capacity.  The Fund has the financial capacity to make 
the investment required of it under this Subscription Agreement; and
 
  Citizenship.  The Fund is, and shall at all times be, a "citizen 
of the United States" as that term is defined in Section 101(6) of the Federal 
Aviation Act of 1958, as amended (49 App. U.S.C. Sect. 1301(16)), or shall 
elect to suspend its voting rights in respect of all shares of Class B Common 
owned by it during any period in which the representation contained in this 
subsection (j) shall be invalid.

	The representations and warranties made pursuant to this Section 3 
shall survive the execution and delivery of this Agreement.

	Other Business Ventures. 

	Each of the Partnership and Investor agrees that notwithstanding 
anything to the contrary contained in or inferable from this Subscription 
Agreement or any other statute or principle of law, neither Investor nor the 
Partnership nor any of their shareholders, directors, management companies, 
officers, employees, partners, agents, family members, or affiliates (each an 
"Affiliate") shall be prohibited or restricted in any way from investing in or 
conducting, either directly or indirectly, and may invest in and/or conduct, 
either directly or indirectly, businesses of any nature whatsoever, including 
the ownership and operation of businesses or properties similar to or in the 
same geographical area as those held by the Partnership.  Investor, the 
Partnership or their Affiliates may, without owing any obligation to Investor, 
the Partnership or any Affiliate, purchase and otherwise deal in securities of 
any type of American West or New America West and each may participate in, 
commit funds to, or otherwise become involved with any other entity which may 
attempt to acquire control of any competitor of America West or New America 
West; provided that prior to the Effective Date or earlier termination of the 
Investment Agreement, neither Investor, the Partnership nor any of their 
Affiliates shall, without the consent of the Partnership, on the one hand, and 
Investor, on the other hand, commit funds to, or otherwise become involved 
with any other entity which may attempt to acquire control of America West.  
Any investment in or conduct of any such businesses by Investor, the 
Partnership or any Affiliate shall not give rise to any claim for an 
accounting by the others or any right to claim any interest therein or the 
profits therefrom.

	Indemnification

	Investor hereby agrees to indemnify, defend, and hold harmless the 
Partnership and its partners and all of their respective members, directors, 
officers, employees, and agents (collectively, the "Indemnified Parties") from 
and against its allocable portion (based on relative fault of Investor, on the 
one hand, and the Indemnified Parties, on the other hand) of any and all loss, 
damage or liability (including without limitation, any and all attorneys' 
fees, costs, and other amounts reasonably incurred by any of them in 
investigating, preparing or defending against any claim, litigation, or other 
legal action threatened or initiated) which are found in a final, 
nonappealable judgment by a court of competent jurisdiction to have resulted 
from or arisen out of (a) a breach by Investor in any material respect of any 
representation, warranty or obligation of Investor contained in this 
Subscription Agreement or (b) notwithstanding Section 2.06 of the Limited 
Partnership Agreement of the Partnership, any action or inaction of Investor 
or any of its affiliates giving rise to a breach by the Partnership of any of 
its obligations under the Investment Agreement or the Procedures Agreement.

	No Assignment or Transfer; Third Party Beneficiary

	(a)  Investor agrees not to transfer or assign this Subscription 
Agreement or any of its rights, duties or obligations hereunder without the 
prior written consent of the General Partner and America West, which consent 
will not be withheld unreasonably, except that no such consent will be 
required to be obtained for a transfer or assignment to one or more funds or 
accounts managed or advised by Fidelity or any of its affiliates as to which 
the representations, warranties and covenants contained herein are true and 
accurate in all material respects as of the date of such transfer and the 
Effective Date, and acknowledges that any attempted transfer or assignment in 
violation of the foregoing shall be void.

	(b)  Investor acknowledges that America West is an express third 
party beneficiary of the provisions of Section 1 of this agreement and may sue 
Investor directly to enforce such obligations upon any breach by (i) Investor 
of its obligations thereunder and (ii) the Partnership of any of its 
obligations under the Investment Agreement or the Procedures Agreement, which 
breach gives rise to a cause of action against the Partnership under the 
applicable agreement; provided, that upon any such breach by the Partnership, 
Investor shall only be liable for 20.38% of any damages payable in respect 
thereof.

  Representations, Warranties, and Covenants of the Partnership.

	In order to induce Investor to execute this Subscription Agreement, 
the Partnership hereby represents, warrants and covenants as follows:

	(a)  Valid Existence.  The Partnership has been duly organized and 
is validly existing and in good standing under the laws of its jurisdiction of 
organization, with full power and authority to execute this Subscription 
Agreement and the Investment Agreement;

	(b)  Binding Obligations.  The execution and delivery of this 
Subscription Agreement, the Investment Agreement and the Procedures Agreement 
by the Partnership and its performance hereof and the transactions 
contemplated hereby have been duly authorized by the requisite action on the 
part of the Partnership and no other authorization or consent is required for 
the execution and performance hereof;

	(c)  Deliveries.  The Partnership will, promptly after its receipt 
thereof, deliver to Investor (i) 20.38% of any additional payment received by 
the Partnership from America West pursuant to Section 3 of the Procedures 
Agreement, and (ii) copies of any and all documents and notices received by 
the Partnership from America West or otherwise in respect of the transactions 
contemplated by the Investment Agreement and the Procedures Agreement;

	(d)  Assignment of Rights.  The Partnership hereby assigns to 
Investor on a shared basis, subject to performance by Investor of its 
obligations and duties hereunder, the rights of the Partnership under the 
Investment Agreement and Procedures Agreement, including, without limitation, 
the right to sue to enforce any breach thereof; provided, that Investor shall 
not, without the prior consent of the Partnership, contact or otherwise deal 
directly with America West prior to the Effective Date in connection with the 
operation of such Agreements.  The Partnership agrees that (i) Investor has 
the ability to cause the Partnership to give any notices permitted to be given 
by it to America West pursuant to the provisions of the Investment Agreement 
or the Procedures Agreement and (ii) all matters which, pursuant to the 
provisions of either Agreement, require the approval or consent of the 
Partnership may not be approved or consented to unless Investor, in the 
reasonable exercise of its own business judgment and any relevant internal, 
legal or other restrictions or policies applicable to it, so approves or 
consents to such matter; and

	(e)  Public Announcements.  The Partnership shall not, without the 
prior consent of Fidelity, which consent will not be withheld unreasonably, 
issue or consent to the issuance of any press release or other public 
announcement which mentions any Fund or Fidelity or Investor or any affiliate 
of any of them.

  Expenses.  

		(a)  Reimbursement of Expenses.  Investor shall be entitled to 
a reimbursement of its Expenses (as such term is defined in the Limited 
Partnership Agreement of the Partnership)  incurred in connection with the 
transactions contemplated by this Subscription Agreement, the Investment 
Agreement and the  Procedures Agreement upon presentation to the Partnership 
of appropriate documentation, setting forth in reasonable detail the amounts 
for which reimbursement is sought and the basis on which the charges were 
incurred.  

		(b)  Contribution to Expenses.  Investor agrees to pay to the 
Partnership, within 15 days after request, 20.38% of the Expenses incurred by 
Investor, the Partnership and its partners which are not reimbursed by America 
West pursuant to Section 2 of the Procedures Agreement; provided, under no 
circumstances will Investor be liable for payment of the Expenses of the 
partners or the Partnership incurred in connection with the negotiation and 
execution of the Limited Partnership Agreement of the Partnership.

  Notices

	All notices, requests and other communications hereunder must be in 
writing and will be deemed to have been duly given only if delivered 
personally or by facsimile transmission or mailed (first class postage 
prepaid) or by prepaid express courier to the parties at the following 
addresses or facsimile numbers:

If to Investor:	Fidelity Management Trust Company
	82 Devonshire Street, MS F7E
	Boston, Massachusetts  02109
	Attn:  Daniel J. Harmetz
	Fax Number:  (617) 227-2536

	with a copy to:

	Fidelity Management Trust Company
	82 Devonshire Street, MS F7D
	Boston, Massachusetts  02109
	Attn: Wendy Schnipper Clayton, Esq.
	Fax Number:  (617) 570-7688

	and a copy to: 

	Goodwin, Procter & Hoar
	Exchange Place
	Boston, MA  02109
	Attn:  Laura Hodges Taylor, P.C.
	Fax Number:  (617) 523-1231

If to the Partnership:	AmWest Partners, L.P.
	201 Main Street, Suite 2420
	Fort Worth, Texas  76102
	Attention:  James J. O'Brien
	Fax Number:  (817) 871-4010


	with a copy to:

	Arnold & Porter
	1200 New Hampshire Ave., N.W.
	Washington, D.C.  20036     
	Attn:  Richard P. Schifter
	Fax Number:  (202) 872-6720

	Governing Laws and Venue

	This Agreement and the rights and obligations of Investor and the 
Partnership hereunder shall be interpreted, construed, and enforced in 
accordance with the laws of the State of Texas, without regard to its 
conflicts of laws provisions.

  Miscellaneous

	(a)  Rules of Construction.  The general rule of construction for 
interpreting a contract, which provides that the provisions of a contract 
should be construed against the party preparing the contract, is waived by 
Investor.  Investor acknowledges that it was represented by separate legal 
counsel in this matter who participated in the preparation of this 
Subscription Agreement or it had the opportunity to retain counsel to 
participate in the preparation of this Subscription Agreement but chose not to 
do so.

	(b)  Entire Agreement.  This Subscription Agreement, including all 
exhibits to this Subscription Agreement and, if any, exhibits to such 
exhibits, contains the entire agreement among the parties relative to the 
matters contained in this Subscription Agreement.

	(c)  Waiver.  No consent or waiver, express or implied, by Investor 
or the Partnership to or for any breach or default by the other party in the 
performance by such other party of its obligations under this Subscription 
Agreement shall be deemed or construed to be a consent or waiver to or of any 
other breach or default in the performance by such other party of the same or 
any other obligations of such other party under this Subscription Agreement.  
Failure on the part of any party to complain of any act or failure to act of 
the other party or to declare the other party in default, regardless of how 
long such failure continues, shall not constitute a waiver by such party of 
its rights hereunder.

	(d)  Severability.  If any provision of this Subscription Agreement 
or the application thereof to any person or circumstance shall be invalid or 
unenforceable to any extent, the remainder of this Subscription Agreement and 
the application of such provisions to other persons or circumstances shall not 
be affected thereby, and the intent of this Subscription Agreement shall be 
enforced to the greatest extent permitted by law.

	(e)  Benefits and Assignment.  Subject to the restrictions on 
transfers and encumbrances set forth in this Subscription Agreement, this 
Subscription Agreement shall inure to the benefit of and be binding upon the 
parties and their respective legal representatives, successors, and assigns.  
Whenever, in this Subscription Agreement, a reference to any party is made, 
such reference shall be deemed to include a reference to the legal 
representatives, successors, and assigns of such party.

	(f)  Gender, Etc.  Unless the context clearly indicates otherwise, 
the singular shall include the plural and vice versa.  Whenever the masculine, 
feminine, or neuter gender is used inappropriately in this Subscription 
Agreement, this Subscription Agreement shall be read as if the appropriate 
gender was used.

	(g)  Captions.  Captions are included solely for convenience of 
reference and if there is any conflict between captions and the text of this 
Subscription Agreement, the text shall control.

	(h)  Execution in Counterparts.  This Subscription Agreement may be 
executed in multiple counterparts, each of which shall be deemed an original 
for all purposes and all of which when taken together shall constitute a 
single counterpart instrument.  Executed signature pages to any counterpart 
instrument may be detached and affixed to a single counterpart, which single 
counterpart with multiple executed signature pages affixed thereto constitutes 
the original counterpart instrument.  All of these counterpart pages shall be 
read as though one and they shall have the same force and effect as if all of 
the parties had executed a single signature page.

	(i)  Limitation of Liability.  The Partnership 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 any of the 
Funds individually, but is binding only upon the assets and property of the 
Funds.  With respect to all obligations of each Fund arising out of this 
Agreement, the Partnership shall look for payment or satisfaction of any claim 
solely to the assets and property of such Fund.  The Partnership acknowledges 
and agrees that the obligations of each of the Funds hereunder is several and 
not joint.



	IN WITNESS WHEREOF, the undersigned has executed this Subscription 
Agreement as of the 28th day of June, 1994.


	INVESTOR:


	BELMONT FUND, L.P.,
	a Bermuda Limited Partnership


	By:	Fidelity Management Trust
	Company, pursuant to a power
	of attorney for Fidelity
	International Services
	Limited, Managing General
	Partner


	By:  	/s/ Judy K. Mencher	
		Judy K. Mencher
		Associate General Counsel


Investor is a Bermuda limited partnership.  The Partnership 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 Investor 
individually, but are binding only upon the assets and property of the 
Investor.  With respect to all obligations of the Investor arising out of this 
Agreement, the Partnership shall look for payment or satisfaction of any claim 
solely to the assets and property of the Investor.


	IN WITNESS WHEREOF, the undersigned has executed this Subscription 
Agreement as of the 28th day of June, 1994.



	FIDELITY COPERNICUS FUND, L.P.,
	a Delaware Limited Partnership


	By: Fidelity Copernicus Corp.,
	its General Partner



	By:  	/s/Daniel G. Harmetz	
		Daniel G. Harmetz
		Chief Investment Officer


Investor is a Delaware limited partnership.  The Partnership 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 Investor 
individually, but are binding only upon the assets and property of the 
Investor.  With respect to all obligations of the Investor arising out of this 
Agreement, the Partnership shall look for payment or satisfaction of any claim 
solely to the assets and property of the Investor.


	IN WITNESS WHEREOF, the undersigned has executed this Subscription 
Agreement as of the 28th day of June, 1994.



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


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



	By: 		/s/ Judy K. 
Mencher	
	Judy K. Mencher
	Associate General Counsel	


Investor is a Massachusetts limited partnership.  The Partnership 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 Investor 
individually, but are binding only upon the assets and property of the 
Investor.  With respect to all obligations of the Investor arising out of this 
Agreement, the Partnership shall look for payment or satisfaction of any claim 
solely to the assets and property of the Investor.




	ACCEPTANCE OF SUBSCRIPTION


	The Subscription Agreement of the Investor indicated hereinbelow 
with respect to the Securities of New America West agreed to be acquired by 
AmWest Partners, L.P. is hereby accepted.


Dated:  June 28, 1994


	AMWEST PARTNERS, L.P.

	By:  AMWEST GENPAR, INC.,
		a Texas corporation



	By:		/s/James J. 
O'Brien	

	Title:  	Vice President
	


Name of Investor:	Belmont Fund, L.P.; Fidelity
	Copernicus Fund, L.P.; Belmont Capital Partners, L.P.

Date of Subscription Agreement:  June 28, 1994