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): May 25, 1998


                            FRONTIER AIRLINES, INC
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            (Exact name of Registrant as specified in its charter)
 
 
       Colorado             0-24126           84-1256945
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   (State or other         (Commission        (I.R.S. Employer
     jurisdiction          File Number)       Identification No.)
   of incorporation)



       12015 E. 46th Avenue, Denver, CO          80239
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   (Address of principal executive offices)     (zip code)


Registrant's telephone number, including area code: (303) 371-7400
                                                    --------------


                                Not Applicable
                                --------------
         (Former name or former address, if changed since last report)

 
ITEM 5    OTHER EVENTS
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               On May 25, 1998, Frontier Airlines, Inc. (the "Company"),
          pursuant to the Securities Purchase Agreement between the Company and
          B III Capital Partners, L.P., dated April 24, 1998, elected B. Ben
          Baldanza and John E. Luth to its board of directors.  The addition of
          Messrs. Baldanza and Luth bring the total number of members of the
          board of directors to eight.

ITEM 7    FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
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          (c)  Exhibits
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               99.1 Press release dated May 26, 1998.



                                  SIGNATURES

     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 hereunto duly authorized.

                                    FRONTIER AIRLINES, INC.



Date: May 28, 1998                  By:/s/  Arthur T. Voss
                                       -----------------------------------
                                       Arthur T. Voss, Vice President
                                                              

EX-99.1

 
                                                                    EXHIBIT 99.1
                                                                    ------------

 FOR IMMEDIATE RELEASE                                      Contact Bob Schulman
 ---------------------                                      --------------------
                                                           303/371-7400 Ext 1052


FRONTIER AIRLINES NAMES TWO TO BOARD

     DENVER (May 26, 1998) -- Frontier Airlines (Nasdaq: FRNT) today announced
the addition of two members to its board of directors, B. Ben Baldanza and John
E. Luth.

     Baldanza, 36, has served since May 1997 as managing director and chief
operating officer of Grupo Taco, a group of five central American airlines.
Before this, he held various executive positions with Continental Airlines, most
recently as executive vice president-marketing, having earlier served in
management posts with United Parcel Service, Northwest Airlines and American
Airlines.

     Luth, 45, has served since 1995 as president and chief executive officer of
The Seabury Group, LLC, an investment banking and financial advisory group in
New York and Stamford, Conn.  From 1989 to 1995 he held a number of executive
positions with Continental Airlines, including chief financial officer, and
headed Continental's corporate-wide financial officer, and headed Continental's
corporate-wide reengineering efforts.  Previous to that he served in posts with
Manufacturers Hanover Trust Company and Exxon Corporation.

     Baldanza and Luth bring to seven the number of outside directors on
Frontier's board serving with one inside director, company president and CEO Sam
Addoms.  The board is chaired by Denver banker B. LaRae Orullian.

     Frontier operates a fleet of 14 Boeing 737 jets on routes linking its
Denver hub to 14 destinations in 12 states from coast to coast.  The airlines
began flying in July 1994.