8-K

                                 SECURITIES AND EXCHANGE COMMISSION
                                       Washington, D.C. 20549

                                              FORM 8-K


                                           CURRENT REPORT


                                  Pursuant to Section 13 or 15(d)
                               of the Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): January 29, 2004


                                      Frontier Airlines, Inc.
                       (Exact name of registrant as specified in its charter)



        Colorado                             0-24126                    84-1256945
(State of Incorporation)            (Commission File Number)         (I.R.S. Employer
                                                                   Identification No.)



        7001 Tower Road, Denver, Colorado                   80249
    (Address of principal executive offices)              (Zip Code)

   (720) 374-4200
 (Registrant's telephone number)








Item 7.  Financial Statements and Exhibits.

99.1     Press Release dated January 29, 2004, entitled "Frontier Airlines Reports Fiscal
         Third Quarter 2004 Results".

Item 12.  Results of Operations and Financial Condition.

         On January 29, 2004,  Frontier  Airlines,  Inc. issued a press release  announcing
         its financial  results for its third fiscal  quarter  ending  December 30,  2003.
         The press  release  dated  January 29, 2004  entitled "Frontier Airlines Reports
         Fiscal Third Quarter 2004 Results" is attached hereto as Exhibit 99.1.









                                           SIGNATURE

         Pursuant to the  requirements  of the  Securities  Exchange Act of 1934,  the
registrant has duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

                                                     FRONTIER AIRLINES, INC.



Date: January 29, 2004                               By: /s/  Jeff S. Potter 
                                                     Its:  President and CEO


                                                     By: /s/  Paul H. Tate   
                                                     Its:  CFO

EX-99

FOR IMMEDIATE RELEASE
                                                                   CONTACT: Joe Hodas
                                                                       (720) 374-4504
                                                     E-mail: corpcomm@flyfrontier.com

               Frontier Airlines Reports Fiscal Third Quarter 2004 Results

DENVER (Jan. 29, 2004) - Frontier Airlines, Inc. (Nasdaq: FRNT) today reported fiscal
third quarter 2004 net income of $5.5 million, or $0.14 per diluted common share, compared
with a net loss of $6.4 million, or $0.21 per common share for the airline's fiscal third
quarter last year. The fiscal third quarter 2004 net income includes the write-off of
deferred loan costs of $1.1 million (pre-tax) associated with the prepayment of the
remaining $11.6 million balance of the government guaranteed loan.  This item, net of
income taxes, totaled approximately $.02 per diluted common share.

Chief Executive Officer's Comments

Frontier President and CEO Jeff Potter said, "In a quarter that has seen very few airlines
report profitable results, we are very pleased to report our third consecutive profitable
quarter.  While the industry revenue and fare environment continues to be challenging, we
were able to produce an industry leading year-over-year total revenue per available seat
mile (RASM) improvement of 14.2 percent.  This tremendous achievement was accomplished
primarily through the increased customer acceptance of our product, leading to a 13 point
year-over-year load factor improvement for the quarter to 72.5 percent despite adding
significant year-over-year capacity to our system. The culmination of these achievements
not only allowed us to report a profit for the quarter, but also led us to achieve one of
the industry's highest operating margins for the quarter at 7.7 percent.  As they always
have, our employees met the challenges of record system-wide load factors during the peak
holiday seasons, with the continued friendly and professional approach that our company
has become known for.

"During the quarter, we also achieved several significant milestones that will become the
foundation for our future growth.  Specifically, we reached a long-awaited agreement with
the City and County of Denver and Denver International Airport for the gate space we need
to accommodate our hub expansion plans and we also announced our first focus city with
point-to-point flights from Los Angeles International Airport to three destinations."

Operating Highlights

Total revenues for Frontier's fiscal third quarter of 2004 increased 36 percent to $163.6
million from $120.3 million in the fiscal third quarter of 2003, while operating expenses
during the quarter increased 19.5 percent to $151.0 million from $126.4 million for the
same quarter last year.

Passenger revenue increased as revenue passenger miles (RPMs) grew at a rate of 45.3 percent
during the fiscal third quarter, far out-pacing capacity growth as measured by available
seat miles (ASMs), which increased 19.1 percent from the same time last year. As a result,
the airline's load factor was 72.5 percent for its fiscal third quarter of 2004, 13 load
factor points greater than the airline's load factor of 59.5 percent during the same quarter
last year. The airline's breakeven load factor for the fiscal third quarter 2004 increased
4.1 load factor points from 64.4 percent to 68.5 percent, which excludes the effect of one
special item. This item accounted for .5 load factor points of the breakeven load factor
increase.

During fiscal third quarter 2004, the airline's RASM increased 1.02 cents or 13.3 percent
to 8.71 cents from 7.69 cents for the same quarter last year.  The increase in RASM was due
to the significant increase in load factor, which more than offset a decrease in revenue per
passenger mile (yield) of 7.1 percent to 12.01 cents from 12.93 cents for the same period
last year.

The year-over-year increase in total revenues includes contributions from other revenue
sources associated with Frontier's U.S. mail contracts, LiveTV revenues and the positive
contribution from Frontier's JetExpress service.

The airline's cost per available seat mile (CASM) for the fiscal third quarter increased
slightly to 8.31 cents from 8.29 cents for the same quarter last year. Fuel cost per
gallon during the quarter, including taxes and delivery charges, increased 7.3 percent to
$1.03, compared to .96 cents for the same period last year.  CASM excluding fuel decreased
0.9 percent to 6.80 cents from the same period last year, when CASM excluding fuel was 6.86
cents.

Senior Vice President and Chief Financial Officer Paul Tate discussed the airline's year-
over-year unit cost comparatives stating,  "While our CASM excluding fuel was slightly lower
during the quarter on a year-over-year basis, our unit cost results were adversely affected
primarily by an increase in passenger related expenses caused by a disproportionate increase
in the number of passengers carried compared to the year-over-year quarterly ASM growth.  In
addition, our CASM increased year-over-year from the effects of the profit sharing accrual
associated with our return to profitability and an increase in health insurance costs.  We
also incurred approximately $2 million of costs associated with the return of five Boeing
aircraft to their lessors and accelerated Airbus pilot transitional training costs."

Tate also described the airline's current cash and working capital position stating, "As of
December 31, 2003, and on a year-over-year basis, our cash position has increased from $31.5
million to $186.3 million.  In the same period, our working capital has increased from $.2
million to $103.9 million.  Our cash position remains near its all-time high despite
prepaying the remaining $11.6 million of the government-guaranteed loan in December 2003."

The airline's fleet in service on December 31, 2003 consisted of 13 owned Airbus A319 and
A318 aircraft, 14 leased Airbus A319 aircraft and 12 leased Boeing 737 aircraft.


Business developments during the quarter included:

o        Resolved gate expansion concerns with the City and County of Denver and DIA, securing
         two to six mainline gates and four to five regional gates, pending final approval of
         the expansion plan.
o        Announced plans for a new "focus" city in Los Angeles, with Frontier's first non-stop,
         point-to-point flights outside of the Denver hub. Service will include two daily non-
         stops from Los Angeles to Minneapolis/St. Paul, St. Louis, and Kansas City and will
         begin April 11, 2004.
o        Announced plans to expand Denver service to include non-stop flights to Dulles
         International Airport in Washington, D.C. on April 11, 2004 and Anchorage International
         Airport in Anchorage, Alaska on May 9, 2004.
o        Received permission to begin a third daily flight to slot-controlled LaGuardia Airport
         (LGA).
o        Filed for permission to add up to two more daily flights into slot and perimeter
         controlled Reagan National Airport (DCA).
o        Became the first, and currently only airline to pay back the government guaranteed
         ATSB loan.
o        Launched a new Frontier JetExpress regional jet relationship with Horizon Air on Jan.
         1, 2004, replacing Mesa Air Group.
o        Initiated service to Puerto Vallarta and Cabo San Lucas, Frontier's third and fourth
         Mexican destinations.
o        Began service to Lambert-St. Louis International Airport.
o        Signed sponsorship agreements with Kroenke Sports for the Colorado Avalanche, Denver
         Nuggets, and the Pepsi Center, as well as with all of the major universities in Colorado
         including Colorado State University, University of Colorado, University of Northern
         Colorado, University of Denver, and Air Force Academy.
o        Became the first airline to implement the use of pediatric pads with the Automated
         External Defibrillator (AED).
o        Earned Flag Carrier status, an FAA designation that allows Frontier to fly between
         two international destinations, as well as to Alaska and Hawaii, and beyond its
         previous limit of two hours from the U.S. border.
o        Launched the successful "Quick Ascent" program, which allows elite members in other
         airlines' frequent flyer programs to join Frontier's EarlyReturns program as an elite
         member without the standard 15,000-mile requirement. To date, over 4,000 participants
         have become EarlyReturns members as a result of this program.
o        Joined Operation Hero Miles, the innovative program that helps troops on emergency
         leave or Rest and Relaxation (R & R) from Iraq and Afghanistan, to fly home for free
         through the generous donations of miles from members of airlines' frequent flyer programs.
         Frontier Airlines donated 1.5 million miles to kick off its participation in the program.


Cash Comparisons

Cash, cash equivalents and short-term investments available for operations and investing activities
on December 31, 2003 were $186.3 million compared to $31.5 million available on December 31, 2002.
The increase in the Company's cash position is largely attributable to its net income for the period
and was substantially aided by our secondary offering of 5.05 million shares of common stock in
September 2003. A portion of the proceeds from the secondary offering were used to pre-pay $48.6
million of our government guaranteed loan. The increase in our cash position also enabled us to
subsequently pay-off the remaining balance of  $11.6 million in December 2003 The airline reported
working capital of $103.9 million as of December 31, 2003, a substantial increase over the airline's
working capital on December 31, 2002, when the airline reported working capital of $.2 million.

Potter concluded, "The third quarter was a challenging one for the airline industry as a whole, as
many were looking to this quarter as evidence that air travel had either returned, or that summer
loads were merely a result of seasonal travel. Given our traditional seasonality pattern, the
December quarter was a very strong quarter with several days of record loads and great strides made
with our operating margin..  For Frontier, this quarter we demonstrated that we have become a true
carrier of choice, and that consumers are responding to the product that we are offering. In upcoming
quarters, we'll focus on continuing to enhance our product, delivering on our promise to be "a whole
different animal" and expanding our footprint with new and differentiated service, including our new
Los Angeles point-to-point flights, and additional frequencies to our most popular destinations."


Senior leadership will host a conference call to discuss Frontier's quarterly earnings on January
30, 2004 at 9:00 a.m. Mountain Standard Time. The call is available via the World Wide Web on the
airline's Web site at WWW.FRONTIERAIRLINES.COM or using the following URL:
HTTP://WWW.VCALL.COM/CEPAGE.ASP?ID=85575.


Currently in its tenth year of operations, Denver-based Frontier Airlines is the second largest
jet service carrier at Denver International Airport with a fleet of 39 aircraft and employing
approximately 3,900 aviation professionals. Frontier, in conjunction with Frontier JetExpress
operated by Horizon Air, operates routes linking our Denver hub to 37 cities in 22 states spanning
the nation from coast-to-coast and to four cities in Mexico. Frontier's maintenance and engineering
department has received the Federal Aviation Administration's highest award, the Diamond Certificate
of Excellence, in recognition of 100 percent of its maintenance and engineering employees completing
advanced aircraft maintenance training programs, for four consecutive years. In August 2003, Frontier
ranked as one of the "Top 10 Domestic Airlines" as determined by readers of Travel & Leisure magazine.
Frontier provides capacity information and other operating statistics on its Web site, which may be
viewed at WWW.FRONTIERAIRLINES.COM.


Legal Notice Regarding Forward-Looking Statements
Statements contained in this press release that are not historical facts may be considered
forward-looking statements as that item is defined in the Private Securities Litigation Reform Act
of 1995. Forward-looking statements are inherently subject to risks and uncertainties, many of which
cannot be predicted with accuracy and some of which might not even be anticipated. Some of the factors
that could significantly impact the forward-looking statements in this press release include, but are
not limited to: further downward pressure on airfares due to competition, demand or other factors;
unanticipated decreases in the volume of passenger traffic due to terrorist acts or additional incidents
that could cause the public to question the safety and/or efficiency of air travel; negative public
perceptions associated with increased security wait times at various domestic airports; the inability
to secure adequate gate facilities at Denver International Airport and at other airports where Frontier
operates; weather, maintenance or other operational disruptions; air traffic control-related difficulties;
the impact of labor issues; actions of the federal and local governments; changes in the government's
policy regarding relief to the airline industry especially as it relates to war status risk insurance;
and the stability of the U.S. economy and the economic environment of the airline industry. The Company
undertakes no obligation to publicly update or revise any forward-looking statements to reflect events or
circumstances that may arise after the date of this press release. Additional information regarding these
and other factors may be contained in the Company's SEC filings, including without limitation, the Company's
Form 10-K for its fiscal year ended March 31, 2003, the Company's Form 10-Q for the quarter ended June 30,
2003 and the Company's form 8-K filed September 19, 2003.




                                           -Financial Tables To Follow-








                                         FRONTIER AIRLINES, INC.
                                       SELECTED BALANCE SHEET DATA
                                            (In Thousands)
                                              (unaudited)

                                                 December 31,    December 31,
                                                     2003            2002    

Balance Sheet Data:

Cash, cash equivalents and
  short-term investments                         $ 186,324        $ 31,502
Current assets                                   $ 262,790       $ 105,542
Total assets                                     $ 760,086       $ 470,282
Current liabilities                              $ 158,881       $ 105,304
Long-term debt                                   $ 284,994       $ 180,955
Total liabilities                                $ 497,358       $ 307,730
Stockholders' equity                             $ 262,728       $ 162,553
Working capital                                  $ 103,909           $ 238








                                         FRONTIER AIRLINES, INC.
                                        STATEMENTS OF OPERATIONS


                                     Three Months Ended                Nine Months Ended
                               December 31,     December 31,      December 31,     December 31,
                                   2003             2002              2003             2002    
Revenues:
    Passenger                 $ 159,174,576    $ 117,752,421     $ 458,130,130    $ 343,753,943
    Cargo                         2,036,132        1,353,403         6,094,379        4,299,590
    Other                         2,349,767        1,147,464         7,322,528        3,366,686

            Total revenues      163,560,475      120,253,288       471,547,037      351,420,219

Operating expenses:
    Flight operations            26,097,278       22,100,419        75,417,872       62,819,816
    Aircraft fuel expense        27,486,807       21,709,633        75,988,127       60,437,755
    Aircraft lease expense       17,246,551       17,868,787        52,359,272       52,469,573
    Aircraft and traffic
         servicing               29,626,177       22,440,145        79,701,143       63,063,269
    Maintenance                  17,324,224       19,343,863        52,322,200       53,286,854
    Promotion and sales          17,322,739       11,664,781        48,312,687       39,889,202
    General and administrative    9,560,740        6,684,541        28,280,752       19,381,332
    Depreciation and
         amortization             6,295,489        4,558,342        17,352,987       12,489,981

    Total operating expenses    150,960,005      126,370,511       429,735,040      363,837,782

    Operating income (loss)      12,600,470       (6,117,223)       41,811,997      (12,417,563)

Nonoperating income (expense):
    Interest income                 590,206          328,303         1,528,037        1,523,063
    Interest expense             (3,195,924)      (1,993,971)      (11,064,704)      (5,148,950)
    Emergency Wartime
      Supplemental Appropriations
      Act compensation                 -                -           15,024,188             -
    Early extinguishment of debt (1,073,028)      (1,774,311)       (9,815,517)      (1,774,311)
    Aircraft lease and facility
      exit costs                      (2646)            -           (5,371,799)            -
    Loss on sale-leaseback of
      aircraft                     (85,376)               -        (1,323,094)               -
    Other, net                     (39,802)        (240,000)         (892,113)        (678,322)

      Total nonoperating income
         expense, net           (3,830,370)      (3,679,979)      (11,915,002)      (6,078,520)

Income (loss) before income
    tax expense (benefit) and
    cumulative effect of change
    in method of accounting for
    maintenance                   8,770,100       (9,797,202)       29,896,995      (18,496,083)

Income tax expense (benefit)      3,314,236       (3,429,369)       11,509,718       (6,601,335)

Income (loss) before cumulative
  effect of change in method
  of accounting for maintenance   5,455,864       (6,367,833)       18,387,277      (11,894,748)

Cumulative effect of change in
  method of accounting for
  maintenance, net of tax              -                -                 -           2,010,672

Net income (loss)               $ 5,455,864     $ (6,367,833)     $ 18,387,277     $ (9,884,076)
                               =============   ==============    ==============   =============





Statements of Operations
(Unaudited)

                               December 31,      December 31,     December 31,     December 31,
                                  2003              2002             2003             2002     

Earnings (loss) per share:
  Basic:
    Income (loss) before
      cumulative effect of a
      change in accounting
      principle                   $0.15           ($0.21)            $0.58          ($0.40)
    Cumulative effect of
      change in method of
      accounting for maintenance
      checks                        -                -                 -              0.07        

    Net income (loss)             $0.15           ($0.21)            $0.58          ($0.33)
                               =============   ==============    ==============   =============

  Diluted:
    Income (loss) before
      cumulative effect of a
      change in accounting
      principle                   $0.14           ($0.21)            $0.53          ($0.40)
    Cumulative effect of
      change in method of
      accounting for maintenance
      checks                        -                -                 -              0.07     

    Net income (loss)              $0.14          ($0.21)            $0.53          ($0.33)
                               =============   ==============    ==============   =============

Weighted average shares of
  common stock outstanding:

            Basic                35,203,458       29,648,077        31,829,010       29,605,350
                               =============  ===============     =============   =============
            Diluted              38,509,350       29,648,077        34,554,105       29,605,350
                               =============  ===============     =============   =============

See accompanying notes to financial statements.



                                              FRONTIER AIRLINES, INC.
                                         COMPARATIVE OPERATING STATISTICS

                                           Three Months Ended Dec.31,        Nine Months Ended Dec. 31,
                                              2003            2002              2003           2002  

Selected Operating Data:

Passenger revenue (000s)                   $ 159,175       $ 117,752        $ 458,130       $ 343,754
Revenue passengers carried (000s)              1,444             999            4,127           2,915
Revenue passenger miles (RPMs) (000s)      1,317,227         906,801        3,760,480       2,689,222
Available seat miles (ASMs) (000s)         1,815,751       1,524,638        5,212,198       4,453,916
Passenger load factor                          72.5%           59.5%            72.1%           60.4%
Break-even load factor (1) (4)                 68.5%           64.4%            67.4%           63.6%
Block hours                                   36,304          30,472          103,339          89,026
Departures                                    15,726          13,522           45,414          39,289
Average aircraft stage length                    877             852              864             860
Average passenger length of haul                 912             908              911             923
Average daily fleet block hour utilization      10.3             9.5             10.2             9.8
Yield per RPM (cents) (2)                      12.01           12.93            12.12           12.74
Yield per ASM (cents)                           8.71            7.69             8.75            7.69
Total yield per ASM (cents) (2) (3)             9.01            7.89             9.05            7.89
Cost per ASM (cents)                            8.31            8.29             8.24            8.17
Fuel cost per ASM (cents)                       1.51            1.42             1.46            1.36
Cost per ASM excluding fuel (cents) (4)         6.80            6.86             6.79            6.81
Average fare                                   $ 104           $ 111            $ 104           $ 109
Average aircraft in fleet                       38.2            34.8             36.9            33.1
Aircraft in fleet at end of period              39.0            37.0             39.0            37.0
Average age of aircraft at end of period         4.2             7.9              4.2             7.9


(1)      "Break-even load factor" is the passenger load factor that will result in operating revenues
     being equal to operating expenses, assuming constant revenue per passenger mile and expenses.  The
     break-even load factor for the three months ended December 31, 2003 excludes a special item net of
     profit-sharing for the write-off of deferred loan costs of $1,053,000 associated with the prepayment
     of the remaining principal of the government guaranteed loan.  The break-even load factor for the
     nine months ended December 31, 2003 excludes the following special items net of profit-sharing:
     $13,842,000 of compensation received under the Appropriations Act; write-off of deferred loan costs
     of $9,677,000 associated with the prepayment of all of the government guaranteed loan; a charge for
     Boeing aircraft and facility lease exit costs of $9,677,000; loss of $1,664,000 on the sale of one
     Airbus aircraft in a sale-leaseback transaction and from the sale of a spare engine; offset by an
     unrealized derivative gain of $497,000 .  The break-even load factor for the three and nine months
     ended December 31, 2002 excludes a special item of $1,774,000, associated with the early extinguish-
     ment of debt which we incurred when we paid off the loan that was collateralized by one our aircraft
     that we had completed a sales leaseback transaction on during the period.

(2)       "Yield per RPM" is determined by dividing passenger revenues (excluding charter revenue) by revenue
     passenger miles.

(3)      For purposes of these yield calculations, charter revenue is excluded from passenger revenue.
     These figures may be deemed non-GAAP financial measures under regulations issued by the Securities
     and Exchange Commission.  We believe that presentation of yield excluding charter revenue is useful
     to investors because charter flights are not included in RPMs or ASMs.  Furthermore, in preparing
     operating plans and forecasts, we rely on an analysis of yield exclusive of charter revenue.  Our
     presentation of non-GAAP financial measures should not be viewed as a substitute for our financial
     or statistical results based on GAAP.  The calculation of passenger revenue excluding charter
     revenue is as follows:

                                                 Three Months Ended Dec 31,        Nine Months Ended Dec. 31,
                                                    2003            2002              2003           2002   

  Passenger revenues, as reported                $ 159,175       $ 117,752         $ 458,130       $ 343,754
  Charter revenue                                    1,023             471             2,217           1,249
  Passenger revenues, excluding charter revenue  $ 158,152       $ 117,281         $ 455,913       $ 342,505



(4)  This may be deemed a non-GAAP financial measure under regulations issued by the Securities and
     Exchange Commission.  We believe the presentation of financial information excluding fuel expense
     is useful to investors because we believe that fuel expense tends to fluctuate more than other
     operating expenses, it facilitates comparison of results of operations between current and past
     periods and enables investors to better forecast future trends in our operations.  Furthermore, in
     preparing operating plans and forecasts, we rely, in part, on trends in our historical results of
     operations excluding fuel expense.  However, our presentation of non-GAAP financial measures should
     not be viewed as a substitute for our financial results determined in accordance with GAAP.