425

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 31, 2006

FRONTIER AIRLINES, INC

(Exact name of Registrant as specified in its charter)

Colorado	0-24126	84-1256945
(State or other	(Commission	(I.R.S. Employer
Jurisdiction	File Number)	Identification No.)
of incorporation)
7001 Tower Road, Denver, CO		80249
(Address of principal executive offices)		(zip code)

Registrant’s telephone number, including area code: (720) 374-4200

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

ý	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry into a Material Definitive Agreement.

On January 31, 2006, Frontier Airlines, Inc. (“Frontier”) announced a reorganization in which Frontier will establish a publicly traded parent holding company in Delaware.  In order to effect the reorganization, Frontier has entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Frontier Airlines Holdings, Inc. (“Frontier Holdings”), a Delaware corporation and wholly-owned subsidiary of Frontier, and FA Sub, Inc. (“Merger Sub”), a Colorado corporation and wholly-owned subsidiary of Frontier Holdings.  The Merger Agreement provides that Frontier will merge with and into Merger Sub, subject to satisfaction of conditions, including the approval of Frontier’s shareholders.  If the merger is completed, Frontier’s existing shareholders will receive one share of Frontier Holdings common stock for each share of Frontier common stock they currently hold.

For a more detailed description of the reorganization transaction, see the joint proxy statement/prospectus filed by Frontier Holdings as part of a registration statement on Form S-4, dated January 31, 2006.

Item 9.01. Financial Statements and Exhibits.

Exhibit 10.1	Agreement and Plan of Merger by and among Frontier Airlines, Inc., Frontier Airlines Holdings, Inc., and FA Sub, Inc., dated January 31, 2006 (Annex I to joint proxy statement/prospectus included in the Registration Statement on Form S-4, File No. 333-131407, filed by Frontier Airlines Holdings, Inc. on January 31, 2006).
Exhibit 99.1	Press Release of Frontier Airlines, Inc. dated January 31, 2006.
Exhibit 99.2	Internal Employee Communication of Frontier Airlines, Inc. dated January 31, 2006.

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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: January 31, 2006	By:	/s/ David Sislowski
		David Sislowski, Vice President –
		Administration and General Counsel

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Exhibit Index

Exhibit 10.1	Agreement and Plan of Merger by and among Frontier Airlines, Inc., Frontier Airlines Holdings, Inc., and FA Sub, Inc., dated January 31, 2006 (Annex I to joint proxy statement/prospectus included in the Registration Statement on Form S-4, File No. 333-131407, filed by Frontier Airlines Holdings, Inc. on January 31, 2006).
Exhibit 99.1	Press Release of Frontier Airlines, Inc. dated January 31, 2006.
Exhibit 99.2	Internal Employee Communication of Frontier Airlines, Inc. dated January 31, 2006.

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EX-99.1

Exhibit 99.1

NEWS	Contact	Frontier Airlines, Inc.
FOR IMMEDIATE RELEASE	Joe Hodas	Frontier Center One
	Frontier Airlines	7001 Tower Road
	720-374-4504	Denver, CO 80249
	jhodas@flyfrontier.com	P 720.374.4200 F 720.374.4375
		frontierairlines.com

Frontier Airlines Announces Plan to Form Holding Company

DENVER (Jan. 31, 2006) – Frontier Airlines, Inc. (NASDAQ: FRNT) today announced that its board of directors has approved a plan of reorganization to form a Delaware holding company.  The plan of reorganization provides that Frontier Airlines, Inc., a Colorado corporation, will become a wholly-owned subsidiary of Frontier Airlines Holdings, Inc., a Delaware corporation, and the current shareholders of Frontier Airlines will become stockholders of Frontier Airlines Holdings with the same number and percentage of shares of Frontier Airlines Holdings as they hold of Frontier Airlines prior to the reorganization.  The common stock of Frontier Airlines Holdings, Inc. is expected to continue to trade on the Nasdaq National Market under the symbol “FRNT” after the reorganization.  Frontier Airlines expects that the reorganization will be tax-free to its existing shareholders.

The plan of reorganization requires the approval of Frontier Airlines’ shareholders.  Frontier Airlines has tentatively scheduled a special meeting of shareholders for March 27, 2006, at which the approval of the reorganization will be submitted for shareholder approval.  A registration statement relating to the issuance of Frontier Airlines Holdings common stock in the reorganization has been filed with the SEC but has not yet become effective.  Frontier Airlines Holdings may not issue shares of its common stock prior to the time the registration statement becomes effective, and the timing of the special meeting of Frontier’s shareholders will depend on the timing of the registration statement being declared effective by the SEC.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of, these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About Frontier

Currently in its 12^th year of operations, Denver-based Frontier Airlines is the second largest jet service carrier at Denver International Airport, employing approximately 4,600 aviation professionals. With 49 aircraft and the youngest Airbus fleet in North America, Frontier Airlines offers 24 channels of DIRECTV®

service in every seatback along with 33 inches of legroom in an all coach configuration. In conjunction with Frontier JetExpress operated by Horizon Air, Frontier Airlines operates routes linking its Denver hub to 47 destinations in 28 states spanning the nation from coast to coast and to seven cities in Mexico. Frontier Airlines’ 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 six consecutive years. In July 2005, Frontier ranked as one of the “Top 10 Domestic Airlines” as determined by readers of Travel & Leisure magazine. Frontier Airlines 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 that could cause actual results to differ materially from these forward- looking statements.  Many of these risks and uncertainties cannot be predicted with accuracy and some might not even be anticipated.  Some of the factors that could significantly impact the forward-looking statements in this press release are discussed in our reports filed with the Securities and Exchange Commission.  Any forward-looking statement is qualified by reference to these risks and factors.  These risks and factors are not exclusive, and Frontier Airlines 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 release.  Additional information regarding these and other factors may be contained in Frontier Airlines’ SEC filings, including without limitation, Frontier Airlines’ Form 10-K for its fiscal year ended March 31, 2005 and Current Report on Form 8-K filed on November 29, 2005.  Frontier Airlines’ filings are available from the Securities and Exchange Commission or may be obtained on the Frontier Airlines’ website at www.frontierairlines.com.

Once the registration statement relating to the proposed reorganization is declared effective, interested persons may obtain a copy of the joint proxy statement/prospectus from Frontier Airlines, 7001 Tower Road, Denver, Colorado, 80249.  Interested persons may obtain copies of the documents Frontier Airlines and Frontier Holdings file with the SEC in connection with the proposed reorganization free of charge on the SEC’s web site at www.sec.gov.  Investors should read the joint proxy statement/prospectus carefully when it is available because it will contain important information about the proposed reorganization.

Frontier Airlines and its directors and executive officers may be deemed to be participants in the solicitation of proxies from Frontier Airlines’ shareholders in connection with the proposed reorganization.  Information concerning Frontier Airlines’ directors and executive officers is set forth in Frontier Airlines’ proxy statement dated July 29, 2005, for Frontier Airlines’ 2005 Annual Meeting of Shareholders, filed by Frontier Airlines with the SEC.

EX-99.2

Exhibit 99.2

	Filed by Frontier Airlines, Inc. Pursuant to Rule 425 under the Securities Act of 1933 Subject Company: Frontier Airlines, Inc. Commission File No. 001-12805
Communications Bulletin 06-192
Jan. 31, 2006

What Exactly is a Holding Company and What Does it Mean to Me?

This afternoon, Frontier issued a press release announcing that our board has approved a reorganization in which Frontier Airlines, Inc. will become a wholly owned subsidiary of a Delaware holding company called Frontier Airlines Holdings, Inc.  The press release coincided with our filing of a registration statement with the Securities and Exchange Commission to register the issuance of Frontier Airlines Holdings common stock in the reorganization.  Once the registration process is completed with the SEC, Frontier will ask its shareholders for approval to proceed with a transaction that would result in Frontier Airlines, Inc., a Colorado corporation, becoming a wholly-owned subsidiary of Frontier Airlines Holdings, Inc., a Delaware corporation.

We are planning to reorganize our company into a holding company structure for reasons that are described in the question and answer section below.  Mostly, however, we want to assure you that there are no mergers, acquisitions or deals with other airlines in the works, and we are not looking to change how we run our airline or staff our company to provide airline operations, maintenance or related services.

Q:What is the reorganization proposal?

A:We are asking shareholders to approve a merger agreement that would result in our reorganization into a Delaware holding company structure.  Under the merger agreement, Frontier Airlines, Inc., a Colorado corporation, will become a wholly-owned subsidiary of Frontier Airlines Holdings, Inc., a Delaware corporation, and the current shareholders of Frontier Airlines will become stockholders of Frontier Holdings with the same number and percentage of shares of Frontier Holdings as they hold of Frontier Airlines prior to the reorganization.

Q:Why are we forming a holding company?

A:We are forming a holding company for the following reasons:

•Possible Future Strategic and Business Flexibility of a Holding Company Structure. We believe the holding company structure could facilitate future expansion of our business by providing a more flexible structure for acquiring other businesses or entering into joint ventures while continuing to keep the operations and risks of our core airline business separate.  Although we have no immediate plans to make any acquisitions or enter into any joint ventures, we may do so in the future.  Furthermore, implementing the holding company structure may reduce the risk that liabilities of our core airline business and other

businesses, if any, that may be operated in the future by separate subsidiaries would be attributed to each other.  In addition, this opportunity to separate businesses, if and when appropriate, could allow us to segregate the airline business from other businesses that are not subject to the same regulations applicable to airlines.

•Possible Future Financing Flexibility of a Holding Company Structure. We believe that a holding company structure may be beneficial to stockholders in the future because it would permit the use of financing techniques that are more readily available to companies that hold a variety of diversified businesses under one corporate umbrella, without any impact on our capital structure.  For example, Frontier Holdings would be able to obtain funds through its own financings, which may include the issuance of debt or equity securities, and other entities within the holding company organization may obtain funds from Frontier Holdings, other affiliates or their own outside financings.  We have no current plans to seek additional financing that would utilize this flexibility at this time.

Q:Why is the Holding Company Being Formed  in Delaware?

A:We are forming a holding company in Delaware for the following reasons:

•Predictability, Flexibility and Responsiveness of Delaware Law to Corporate Needs. For many years, Delaware has followed a policy of encouraging incorporation in that state and has adopted comprehensive, modern and flexible corporate laws, which are updated regularly to meet changing business needs. As a result of this deliberate policy to provide a hospitable climate for corporate development, many major public corporations have chosen Delaware for their domicile. In addition, the Delaware courts have developed considerable expertise in dealing with corporate issues relating to public companies. Thus, a substantial body of case law has developed construing Delaware corporate law and establishing legal principles and policies regarding publicly-held Delaware corporations. We believe that, for these reasons, Delaware law will provide greater legal predictability with respect to our corporate legal matters than we have under Colorado law. We will, however, continue to operate our current airline business as a Colorado corporation and a subsidiary of Frontier Holdings.

•Additional Benefits of Using a Holding Company Structure. We believe that reincorporating in Delaware is more appropriately accomplished by creating a holding company in Delaware. A direct reincorporation in Delaware without the creation of a holding company structure would have required Frontier to merge into a new Delaware corporation, as a result of which Frontier could not continue as a Colorado corporation. In addition, the direct incorporation method had the disadvantage of requiring a substantially greater number of consents from third parties. By preserving the corporate existence of Frontier after the reorganization, we avoid the potentially costly and burdensome process of obtaining these consents.

Q:How does this become approved by shareholders and what will be discussed with them?

A:Our special meeting will tentatively be held on March 27, 2006.  At the meeting, shareholders will be asked to approve the merger agreement relating to the reorganization proposal. We do not know of any matters other than the reorganization proposal that may come before the meeting.

Q:What will happen to my stock?

A:If the reorganization proposal is approved, your shares of common stock of Frontier Airlines will automatically convert into the same number of shares of common stock of Frontier Holdings. As a result, you will become a stockholder of Frontier Holdings and will own the same number and percentage of shares of Frontier Holdings common stock that you now own of Frontier common stock. We expect that Frontier Holdings common stock will be listed on the NASDAQ National Market under the same symbol “FRNT” as Frontier Airlines currently has.

Q:How will being a Frontier Holdings stockholder be different from being a Frontier shareholder?

A:After the reorganization, you will own the same number and percentage of shares of Frontier Holdings common stock that you owned of Frontier Airlines common stock immediately prior to the reorganization.  However, you will own shares of a holding company that owns our airline business, instead of owning our airline business directly.  In addition, as a stockholder of Frontier Holdings, your rights will be governed by Delaware corporate law and the charter documents of the Delaware corporation.

Q:Will the management or the business of the company change as a result of the reorganization?

A:No. The management and business of our company will remain the same after the reorganization.

Q:Does formation of a holding company affect my federal income taxes?

A:The proposed reorganization will be a tax-free transaction under federal income tax laws. We expect that you will not recognize any gain or loss for federal income tax purposes upon your receipt of Frontier Holdings stock in exchange for your shares of Frontier Airlines stock in the reorganization. The tax consequences to you will depend on your own situation, however. You should consult your own tax advisors concerning the specific tax consequences of the reorganization to you, including any foreign, state, or local tax consequences of the reorganization.

Q:How do I cast my vote?

A:Once the registration process for Frontier Holdings’ stock is completed with the SEC, we will mail proxy materials containing detailed descriptions of the proposed reorganization.  These proxy materials will be sent to all shareholders the same way we send proxy materials in advance of our annual meetings.  The voting process is the same, as well.  After carefully reading and considering the information contained in the proxy statement/prospectus, you should vote your shares by following the instructions contained in the proxy statement/prospectus and the proxy card included with it, so that your shares may be represented at the special meeting.  The exact timing of the proxy mailing and special meeting will depend on how quickly the registration process is completed with  the SEC, but we are hoping the be in a position to mail the proxy materials sometime in mid-February.  More details on how to vote will described in the proxy materials.

Q:f the shareholders approve the reorganization, when will it occur?

A:If we complete the SEC process for the Frontier Holdings registration statement quickly, we hope to complete the reorganization on April 1, 2006 in order to coincide with the beginning of our fiscal year, provided that our shareholders approve the reorganization and all other conditions to completion of the merger are satisfied.

YOU ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS THAT WE HAVE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED REORGANIZATION, AS WELL AS ANY OTHER DOCUMENTS FILED WITH THE SEC IN CONNECTION WITH THE REORGANIZATION, BECAUSE THEY CONTAIN IMPORTANT INFORMATION ON THE PROPOSED TRANSACTION.  You can obtain the proxy statement and other relevant documents filed with the SEC free of charge at the SEC’s website at www.sec.gov.  In addition, once the registration statement has been declared effective by the SEC, you will be able to obtain copies of the proxy statement/prospectus with respect to the reorganization free of charge by directing a request to: Frontier Airlines, Inc., 7001 Tower Road, Denver, Colorado 80249, Attention: Corporate Secretary, (720) 374-4200.

Frontier Airlines and its directors and executive officers may be deemed to be participants in the solicitation of proxies from Frontier Airlines’ shareholders in connection with the proposed transaction.  Information concerning Frontier Airlines’ directors and executive officers is set forth in Frontier Airlines’ proxy statement dated July 29, 2005, for the 2005 Annual Meeting of Shareholders, filed by Frontier Airlines with the SEC.