1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 30, 1996
REGISTRATION NO. 33-54243
================================================================================

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
POST-EFFECTIVE AMENDMENT NO. 5
TO

FORM S-1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

AMERICA WEST AIRLINES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

DELAWARE 4512 86-0418245
(STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NO.)

4000 EAST SKY HARBOR BOULEVARD
PHOENIX, ARIZONA 85034
(602) 693-0800
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)

STEPHEN L. JOHNSON
SENIOR VICE PRESIDENT
AMERICA WEST AIRLINES, INC.
4000 EAST SKY HARBOR BOULEVARD
PHOENIX, ARIZONA 85034
(602) 693-0800
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)

------------------------
With Copies to:

DAVID J. GRAHAM
ANDREWS & KURTH L.L.P.
4200 TEXAS COMMERCE TOWER
HOUSTON, TEXAS 77002
(713) 220-4200
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after this Registration Statement becomes effective, which time is to be
determined by the Selling Securityholders. All of the Securities offered hereby
are offered for the account of the Selling Securityholders.

If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. /X/

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /

If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
------------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
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EXPLANATORY NOTE

America West Airlines, Inc. has prepared this Post Effective Amendment No.
5 to its Registration Statement on Form S-1 (No. 33-54243) for the purpose of
filing with the Securities and Exchange Commission certain exhibits to the
Registration Statement. Post Effective Amendment No. 5 does not modify any
provision of the prospectus included in the registration statement; accordingly,
the related cross reference sheet and such Prospectus have not been included
herein.
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PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

The following table sets forth the estimated expenses, other than
underwriting discounts and commissions, payable by the Registrant in connection
with the issuance and distribution of the securities being registered hereby:

Securities and Exchange Commission Filing Fee........................... $ 9,448.00
Blue Sky Filing Fees and Expenses....................................... 1,000.00
Printing Costs.......................................................... 52,500.00
Legal Fees and Expenses................................................. 27,500.00
Accounting Fees and Expenses............................................ 30,000.00
Miscellaneous........................................................... 1,052.00
-----------
Total(1)...................................................... $121,500.00
==========

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(1) Total includes an estimated $76,500 of expenses related to the issuance and
distribution of the securities registered hereby that were incurred prior to
the filing of this post-effective amendment. Expenses related solely to this
post-effective amendment total $45,000 and include: (i) Printing
Costs -- $27,500; (ii) Legal Fees and Expenses ($7,500) and (iii) Accounting
Fees and Expenses -- $10,000.

ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Section 145 of the Delaware General Corporation Law ("DGCL") authorizes,
inter alia, a corporation generally to indemnify any person ("indemnitee") who
was or is a party or is threatened to be made a party to any threatened, pending
or completed action, suit or proceeding (other than an action by or in the right
of the corporation) by reason of the fact that such person is or was a director,
officer, employee or agent of the corporation, or is or was serving at the
request of the corporation, in a similar position with another corporation or
entity, against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by him in connection
with such action, suit or proceeding if he acted in good faith and in a manner
he reasonably believed to be in or not opposed to the best interests of the
corporation and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. With respect to actions or
suits by or in the right of the corporation; however, an indemnitee who acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the corporation is generally limited to attorneys' fees and
other expenses, and no indemnification shall be made if such person is adjudged
liable to the corporation unless and only to the extent that a court of
competent jurisdiction determines that indemnification is appropriate. Section
145 further provides that any indemnification shall be made by the corporation
only as authorized in each specific case upon a determination by the (i)
stockholders, (ii) board of directors by a majority vote of a quorum of
disinterested directors so directs, that indemnification of the indemnitee is
proper because he has met the applicable standard of conduct. Section 145
provides that indemnification pursuant to its provisions is not exclusive of
other rights of indemnification to which a person may be entitled under any
by-law agreement, vote of stockholders or disinterested directors or otherwise.

Section 8.02 of the Company's By-laws, a copy of which is filed as Exhibit
3.2 to this Registration Statement provides, in substance, that directors,
officers, employees and agents shall be indemnified to the fullest extent
permitted by Section 145 of the DGCL.

Article 12.0 of the Company's Restated Certificate of Incorporation, a copy
of which is filed as Exhibit 3.1 to this Registration Statement, limits the
liability of directors of the Company to the Company or its stockholders (in
their capacity as directors but not in their capacity as officers) to the
fullest extent permitted by the DGCL. Specifically, directors of the Company
will not be personally liable for monetary damages for breach of a director's
fiduciary duty as a director, except for liability (i) for any breach of the
director's duty of loyalty to the Company or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) for unlawful payments of dividends or unlawful stock
repurchase or redemptions as provided in section 174 of the DGCL or (iv) for any
transaction from which the director derived an improper personal benefit. The
Restated Certificate of Incorporation also

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provides that if the DGCL is amended after the approval of the Restated
Certificate of Incorporation to authorize corporate action further eliminating
or limiting the personal liability of directors, then the liability of a
director of the Company will be eliminated or limited to the full extent
permitted by the DGCL, as so amended.

The form of the Third Revised Investment Agreement filed as Exhibit 10.1 to
this Registration Statement contains certain provisions for indemnification of
directors and officers of the Company and the Selling Securityholder against
civil liabilities under the Securities Act. Certain of these provisions are set
forth in the form of the Registration Rights Agreement filed as Exhibit 4.6 to
this Registration Rights Agreement.

The Company intends to enter into indemnification agreements with certain
of its directors providing for indemnification to the fullest extent permitted
by the laws of the State of Delaware. These agreements provide for specific
procedures to better assure the directors' rights to indemnification, including
procedures for directors to submit claims, for determination of directors
entitled to indemnification (including the allocation of the burden of proof and
selection of a reviewing party) and for enforcement of directors'
indemnification rights.

ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES.

The following summarizes transactions occurring within the last three years
in which the Company has sold securities without registration under the
Securities Act.

On February 15, 1991, the Company sold 253,422 shares of its common stock
to Transpacific Enterprises, Inc. for $1,393,821, or $5.50 per share, in
reliance upon the exemption set forth in Section 4(2) of the Securities Act.

On the Effective Date, the Company issued the following securities in
connection with its Reorganization:

1. The Company issued 26,053,185 shares of Class B Common Stock to
holders of approximately $310 million of allowed, general unsecured
prepetition claims against the Company in satisfaction of such claims in
reliance upon the exemption set forth in Section 1145 of the Bankruptcy
Code.

2. The Company issued 3,865,179 shares of Class B Common Stock
(1,615,179 of which shares are to be issued in exchange for cash,
aggregating $14,357,326, provided by such equity holders upon the exercise
of rights to subscribe for such shares at a price of $8.889 per share) and
6,230,769 Warrants to the holders of pre-existing equity interests in the
Company in consideration of cancellation of such pre-existing equity
interests in reliance upon the exemption set forth in Section 1145 of the
Bankruptcy Code.

3. The Company issued 900,000 shares of Class B Common Stock and
1,384,615 Warrants to Guiness Peat Aviation and its affiliates ("GPA") in
satisfaction of claims of GPA against the Company in reliance upon the
exemption set forth in Section 1145 of the Bankruptcy Code.

4. The Company issued the following securities to partners of AmWest
(or to Lehman Brothers Inc. or certain funds and accounts managed or
advised by Fidelity Management Trust Company, in each case as assignees of
AmWest's rights to acquire such securities) for new consideration paid to
the Company in accordance with the Company's Plan: (i) 1,200,000 shares of
Class A Common Stock for $7.467 per share; (ii) 12,981,636 shares of Class
B Common Stock for $7.467 per share and 721,815 shares of Class B Common
Stock for $8.889 per share; (iii) $100 million principal amount of Senior
Notes for $100 million in cash; and (iv) 2,769,231 Warrants, separate
consideration for which was not specified. The Company relied upon the
exemption set forth in Section 4(2) of the Securities Act.

In September, 1994 the Company issued 125,000 shares of Class B Common
Stock to William A. Franke, the Chief Executive Officer of America West, as a
reorganization success bonus.

In October 1994, the Company issued Additional Senior Notes and cash to
Fidelity and Lehman in exchange for full satisfaction of pre-existing secured
claims and other interests.

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ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULE.

(a) The following exhibits are filed as part of this Registration
Statement:

EXHIBIT
NUMBER TITLE
---------- ------------------------------------------------------------------------

*1.1 -- Form of Purchase Agreement.
2.1 -- The Company's Plan of Reorganization, as amended under Chapter 11 of the
Bankruptcy Code -- Incorporated by reference to the Company's Report on
Form 8-K dated September 9, 1994.
3.1 -- Restated Certificate of Incorporation of America West Airlines,
Inc. -- Incorporated by reference to the Company's Report on Form 8-K
dated September 8, 1994.
3.2 -- Restated By-laws of America West Airlines, Inc., as
amended -- Incorporated by reference to the Company's Report on Form 10-K
dated December 31, 1994.
4.1 -- Indenture for 10 3/4% Senior Unsecured Notes due 2003 -- Incorporated by
reference to the Company's Form S-4 (No. 33-61099).
4.2 -- Form of Senior Note (included as Exhibit A to Exhibit 4.1 above).
4.3 -- Warrant Agreement dated August 25, 1994 between America West Airlines,
Inc. and First Interstate, N.A., as Warrant Agent -- Incorporated by
reference to the Company's Report on Form 8-K dated September 9, 1994.
4.4 -- Form of Warrant (included as Exhibit A to Exhibit 4.3 above).
4.5 -- Stockholders' Agreement for America West Airlines, Inc. dated August 25,
1994 among America West Airlines, Inc., AmWest Partners, L.P., GPA Group
plc and certain other Stockholder Representatives -- Incorporated by
reference to the Company's Report on Form 8-K dated September 9, 1994.
4.6 -- First Amendment to Stockholders' Agreement for America West Airlines, Inc.
dated September 6, 1994 among Air Partners II, L.P., TPG Partners, L.P.,
TPG Parallel I, L.P., Continental Airlines, Inc., Mesa Airlines, Inc., GPA
Group plc and certain other stockholder representatives -- Incorporated by
reference to the Company's Report on Form 8-K dated September 9, 1994.
4.6 -- Registration Rights Agreement dated August 25, 1994 among America West
Airlines, Inc., AmWest Partners, L.P. and other holders -- Incorporated by
reference to the Company's Report on Form 8-K dated September 9, 1994.
4.7 -- Article 4.0 of the Company's Restated Certificate of Incorporation
(included in Exhibit 3.1 above).
5.1 -- Opinion of Andrews & Kurth L.L.P.
10.1 -- Third Revised Investment Agreement dated April 21, 1994 between America
West Airlines, Inc. and AmWest Partners, L.P. -- Incorporated by reference
to Exhibit 10.A to the Company's Quarterly Report on Form 10-Q for the
period ended March 31, 1994.
10.11 -- Third Revised Interim Procedures Agreement dated April 21, 1994 between
America West Airlines and AmWest Partners, L.P. -- Incorporated by
reference to the Company's Annual Report on Form 10-K for the year ended
December 31, 1993.
10.14 -- The GPA Term Sheet between America West Airlines, Inc. and GPA Group plc,
dated June 13, 1994 -- Incorporated by Reference to the Company's
Registration Statement on Form S-1 (No. 54243), as amended.
10.15 -- America West Airlines Management Resignation Allowance Guidelines, as
amended, dated November 18, 1993 -- Incorporated by Reference to the
Company's Registration Statement on Form S-1 (No. 54243), as amended.
10.16 -- Airbus A320 Purchase Agreement (including exhibits thereto), dated as of
September 28, 1990 between AVSA, S.A.R.L. and the Company, together with
Letter Agreement Nos. 1-10, inclusive -- Incorporated by reference to
Exhibit 10-(D)(1) to the Company's Quarterly Report on Form 10-Q for the
quarter ended September 30, 1990.
10.17 -- Loan Agreement, dated as of September 28, 1990, among the Company, AVSA
and AVSA, as agent -- Incorporated by reference to Exhibit 10-(D)(2) to
the Company's Quarterly Report on Form 10-Q for the period ended September
30, 1990.

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EXHIBIT
NUMBER TITLE
---------- --------------------------------------------------------------------------

10.19 -- V2500 Support Contract Between the Company and International Aero Engines
AG, dated September 28, 1990, together with Side Letters Nos. 1-4,
inclusive -- Incorporated by reference to Exhibit 10-(D)(3) to the
Company's Quarterly Report on Form 10-Q for the quarter ended September
30, 1990.
10.20 -- Cash Management Agreement, dated September 28, 1991, among the Company, BT
and First Interstate of Arizona, N.A. -- Incorporated by reference to
Exhibit 10-D(21) to the Company's Annual Report on Form 10-K for the year
ended December 31, 1991.
10.21 -- First Amendment to Cash Management Agreement, dated December 1, 1991,
among the Company, BT and First Interstate of Arizona,
N.A. -- Incorporated by reference to Exhibit 10-D(22) to the Company's
Annual Report on Form 10-K for the year ended December 31, 1991.
10.22 -- Second Amendment to Cash Management Agreement, dated September 1, 1992,
among the Company, BT and First Interstate of Arizona,
N.A. -- Incorporated by reference to Exhibit 10-O(3) to the Company's
Annual Report on Form 10-K for the year ended December 31, 1992.
10.23 -- Restructuring Agreement, dated December 1, 1991 between the Company and
Kawasaki -- Incorporated by reference to Exhibit 10-D(24) to the Company's
Annual Report on Form 10-K for the year ended December 31, 1991.
10.24 -- A320 Put Agreement, dated December 1, 1991 between the Company and
Kawasaki -- Incorporated by reference to Exhibit 10-D(25) to the Company's
Annual Report on Form 10-K for the year ended December 31, 1991.
10.25 -- First Amendment to A320 Put Agreement, dated September 1,
1992 -- Incorporated by reference to Exhibit 10-R(2) to the Company's
Annual Report on Form 10-K for the year ended December 31, 1992.
10.26 -- A320 Put Agreement, dated as of June 25, 1991 between the Company and GPA
Group plc -- Incorporated by reference to Exhibit 10-D(26) to the
Company's Annual Report on Form 10-K for the year ended December 31, 1991.
10.27 -- First Amendment to A320 Put Agreement, dated as of September 1, 1992 --
Incorporated by reference to Exhibit 10-S(2) to the Company's Annual
Report on Form 10-K for the year ended December 31, 1992.
10.28 -- Restructuring Agreement, dated as of June 25, 1991 among GPA Group plc,
GPA Leasing USA I, Inc. GPA Leasing USA Sub I, and the
Company -- Incorporated by reference to Exhibit 10-D(27) to the Company's
Annual Report on Form 10-K for the year ended December 31, 1991.
10.29 -- Official Statement dated August 11, 1986 for the $54,000,000 Variable Rate
Airport Facility Revenue Bonds -- Incorporated by reference to Exhibit
10.e to the Company's Quarterly Report on Form 10-Q for the period ended
September 30, 1986.
10.30 -- Airport Use Agreement dated July 1, 1989 (the "Airport Use Agreement")
among the City of Phoenix, The Industrial Development Authority of the
City of Phoenix, Arizona and the Company -- Incorporated by reference to
Exhibit 10-D(9) to the Company's Annual Report on Form 10-K for the year
ended December 31, 1989.
10.31 -- First Amendment dated August 1, 1990 to Airport Use
Agreement -- Incorporated by reference to Exhibit 10-(D)(9) to the
Company's Quarterly Report on Form 10-Q for the period ended September 30,
1990.
10.32 -- Revolving Loan Agreement dated April 17, 1990, by and among the Company,
the Bank signatories thereto, and Bank of America National Trust and
Savings Association, as Agent for the Banks (the "Revolving Loan
Agreement") -- Incorporated by reference to Exhibit 10-1 to the Company's
Quarterly Report on Form 10-Q for the period ended March 31, 1990.
10.33 -- First Amendment dated April 17, 1990 to Revolving Loan
Agreement -- Incorporated by reference to Exhibit 10-(D)(10) to the
Company's Quarterly Report on Form 10-Q for the period ended September 30,
1990.
10.34 -- Second Amendment dated September 28, 1990 to the Revolving Loan
Agreement -- Incorporated by reference to Exhibit 10-(D)(11) to the
Company's Quarterly Report on Form 10-Q for the period ended September 30,
1990.

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EXHIBIT
NUMBER TITLE
---------- --------------------------------------------------------------------------

10.35 -- Third Amendment dated as of January 14, 1991 to the Revolving Loan
Agreement -- Incorporated by reference to Exhibit 10-(D)(13) to the
Company's Annual Report on Form 10-K for the year ended December 31, 1990.
10.36 -- Spares Credit Agreement, dated as of September 28, 1990, between the
Company and IAE -- Incorporated by reference to Exhibit 10-(D)(4) to the
Company's Quarterly Report on Form 10-Q for the period ended September 30,
1990.
10.37 -- Master Credit Modification Agreement dated as of October 1, 1992, among
the Company, IAE International Aero Engines AG, Intlaero (Phoenix A320)
Inc., Intlaero (Phoenix B737) Inc., CAE Electronics Ltd., and Hughes
Rediffusion Simulation Limited -- Incorporated by reference to Exhibit
10-L to the Company's Annual Report on Form 10-K for the year ended
December 31, 1992.
10.38 -- Credit Agreement, dated as of September 28, 1990 between the Company and
IAE -- Incorporated by reference to Exhibit 10-(D)(5) to the Company's
Quarterly Report on Form 10-Q for the period ended September 30, 1990.
10.39 -- Amendment No. 1 to the Credit Agreement, dated March 1,
1991 -- Incorporated by reference to Exhibit 10-(M)(2) to the Company's
Annual Report on Form 10-K for the year ended December 31, 1992.
10.40 -- Amendment No. 2 to the Credit Agreement, dated May 15,
1991 -- Incorporated by reference to Exhibit 10-(M)(3) to the Company's
Annual Report on Form 10-K for the year ended December 31, 1992.
10.41 -- Amendment No. 3 to the Credit Agreement, dated October 1,
1992 -- Incorporated by reference to Exhibit 10-(M)(4) to the Company's
Annual Report on Form 10-K for the year ended December 31, 1992.
10.42 -- Form of Third Amended and Restated Credit Agreement dated September 30,
1993, among the Company, various lenders, and BT Commercial Corp. as
Administrative Agent (without exhibits) -- Incorporated by reference to
Exhibit 10-(N)(1) to the Company's Annual Report on Form 10-K for the year
ended December 31, 1993.
10.43 -- Form of Amended and Restated Management Letter Agreement, dated as of
September 30, 1993 from the Company to the Lenders -- Incorporated by
reference to Exhibit 10-N(2) to the Company's Annual Report on Form 10-K
for the year ended December 31, 1993.
10.44 -- Form of Amendment to Amended and Restated Management Letter Agreement;
Consent to Amendment of By-laws dated February 8, 1994 from the Company to
the Lenders -- Incorporated by reference to Exhibit 10-N(3) to the
Company's Annual Report on Form 10-K for the year ended December 31, 1993.
10.45 -- Fourth Amended and Restated Credit Agreement dated June 30,
1994 -- Incorporated by reference to the Company's Quarterly Report on
Form 10-Q for the period ended June 30, 1994.
10.46 -- Key Employee Protection Agreement dated as of June 27, 1994 between
America West Airlines, Inc. and William A. Franke -- Incorporated by
reference to the Company's Registration Statement on Form S-1 (No. 54243),
as amended.
10.47 -- Management Rights Agreement dated August 25, 1994 between TPG Partners
L.P., TPG Genpar, L.P. and America West Airlines, Inc. -- Incorporated by
reference to the Company's Registration Statement on Form S-1 (No. 54243),
as amended.
10.48 -- V2500 Support Contract dated December 23, 1994 between America West
Airlines, Inc. and International Aero Engineers, as
amended -- Incorporated by reference to the Company's Annual Report on
Form 10-K for the year ended December 31, 1994.
10.49 -- Form of America West Airlines, Inc. 1994 Incentive Equity Plan
Incorporated by reference to the Company's Annual Report on Form 10-K for
the year ended December 31, 1994.
*10.50 -- Employment Agreement dated as of November 9, 1995 between America West
Airlines, Inc. and William A. Franke.
11.1 -- Statement re: computation of net income (loss) per common share.
12.1 -- Statement re: computation of ratio of earnings to fixed charges.
23.1 -- Consent of Andrews & Kurth L.L.P. (included in Exhibit 5.1 above).
*23.2 -- Consent of KPMG Peat Marwick LLP (independent auditors) -- Included at
page S-1.

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EXHIBIT
NUMBER TITLE
---------- --------------------------------------------------------------------------

24.1 -- Power of Attorney (included on the signature pages of this Registration
Statement.)
27 -- Financial Data Schedule.

- ---------------
* Filed herewith.

(b) Financial Statement Schedule:

The following financial statement schedule is filed as part of this
Registration Statement, but not included in the Prospectus.

SCHEDULE PAGE
---------------------------------------------------------------------- -----

Independent Auditors' Report on Schedule and Consent.................. S-1
Schedule VIII -- Valuation and Qualifying Accounts.................... S-2

All other schedules for which provision is made in Regulation S-X of the
Commission are not required under the related instructions or are
inapplicable or the required information is included in the financial
statements or notes thereto and, therefore, have been omitted.

ITEM 17. UNDERTAKINGS.

The undersigned registrant hereby undertakes: (1) to file, during any
period in which offers or sales are being made, a post-effective amendment to
this registration statement: (i) to include any prospectus required by section
10(a)(3) of the Securities Act of 1933; (ii) to reflect in the prospectus any
facts or events arising after the effective date of the registration statement
(or the most recent post-effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the information set forth in
the registration statement; (iii) to include any material information with
respect to the plan of distribution not previously disclosed in the registration
statement or any material change to such information in the registration
statement.

(2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.

Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.

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SIGNATURES

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED, THE
REGISTRANT HAS DULY CAUSED THIS REGISTRATION STATEMENT TO BE SIGNED ON ITS
BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF PHOENIX,
STATE OF ARIZONA, ON THE 30TH DAY OF JANUARY, 1996.

AMERICA WEST AIRLINES, INC.

By: /s/ WILLIAM A. FRANKE
------------------------------------
William A. Franke
Chief Executive Officer

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED,
THIS REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES INDICATED BELOW ON JANUARY 30TH, 1996.

SIGNATURE TITLE
- ------------------------------------------ ----------------------------------------

/s/ WILLIAM A. FRANKE Chairman of the Board and Chief Executive
- ------------------------------------------ Officer
William A. Franke

/s/ W. DOUGLAS PARKER Senior Vice President and Chief Financial
- ------------------------------------------ Officer
W. Douglas Parker

* Director
- ------------------------------------------
Julia Chang Bloch

* Director
- ------------------------------------------
Stephen F. Bollenbach

* Director
- ------------------------------------------
Frederick W. Bradley, Jr.

* Director
- ------------------------------------------
James G. Coulter

* Director
- ------------------------------------------
John F. Fraser

* Director
- ------------------------------------------
John L. Goolsby

* Director
- ------------------------------------------
Richard C. Kraemer

* Director
- ------------------------------------------
John R. Power, Jr.

* Director
- ------------------------------------------
Larry L. Risley

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SIGNATURE TITLE
- ------------------------------------------ ---------------------------------------

* Director
- ------------------------------------------
Frank B. Ryan

* Director
- ------------------------------------------
Richard P. Schifter

* Director
- ------------------------------------------
John F. Tierney

* Director
- ------------------------------------------
Raymond S. Troubh

*By: /s/ WILLIAM A. FRANKE
- ------------------------------------------
Attorney-in-fact

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INDEPENDENT AUDITORS' REPORT ON SCHEDULE AND CONSENT

The Board of Directors and Stockholders
America West Airlines, Inc.

Under date of February 24, 1995, we reported on the balance sheets of
America West Airlines, Inc. as of December 31, 1994 and 1993, and the related
statements of operations, cash flows and stockholders' equity (deficiency) for
the period August 26, 1994 to December 31, 1994, the period January 1, 1994 to
August 25, 1994 and for each of the years in the two-year period ended December
31, 1993, which are included herein. In connection with our audits of the
aforementioned financial statements, we also audited the related financial
statement schedule as included in the registration statements. The financial
statement schedule is the responsibility of the Company's management. Our
responsibility is to express an opinion on the financial statement schedule
based on our audits. In our opinion, the financial statement schedule, when
considered in relation to the basic financial statements taken as a whole,
presents fairly, in all material respects, the information set forth therein.

We consent to the use of our reports included herein and to the reference
to our firm under the heading "Experts" in the prospectus.

The audit report on the financial statements of America West Airlines, Inc.
referred to above contains an explanatory paragraph that states that as
discussed in Notes 1 and 2 to the financial statements, on August 25, 1994,
America West Airlines, Inc. emerged from bankruptcy. The financial statements of
the Reorganized Company reflect the impact of adjustments to reflect the fair
value of assets and liabilities under fresh start reporting. As a result, the
financial statements of the Reorganized Company are presented on a different
basis than those of the Predecessor Company and, therefore, are not comparable
in all respects.

KPMG Peat Marwick LLP

Phoenix, Arizona
January 30, 1996

S-1
12

AMERICA WEST AIRLINES, INC.

SCHEDULE VIII -- VALUATION AND QUALIFYING ACCOUNTS
FOR THE PERIODS AUGUST 26 TO DECEMBER 31, 1994, JANUARY 1 TO AUGUST 25, 1994
AND THE YEARS ENDED DECEMBER 31, 1993 AND 1992
(IN THOUSANDS)

BALANCE AT CHARGED TO CHARGED BALANCE
BEGINNING COSTS AND TO OTHER AT END
DESCRIPTION OF PERIOD EXPENSES ACCOUNTS DEDUCTIONS OF PERIOD
- ---------------------------------------------- ---------- ---------- ---------- ---------- ---------

Allowance for doubtful receivables:
Period ended:
August 26, 1994 to December 31, 1994........ $2,833 $1,074 $ -- $ 376 $ 3,531
======== ======== ======== ======== =======
Allowance for doubtful receivables:
Period ended:
January 1, 1994 through August 25, 1994..... $3,030 $4,742 $ -- $4,939 $ 2,833
======== ======== ======== ======== =======
Years ended:
December 31, 1993........................... $2,542 $5,474 $ -- $4,986 $ 3,030
======== ======== ======== ======== =======
December 31, 1992........................... $3,603 $3,800 $ -- $4,861 $ 2,542
======== ======== ======== ======== =======
Reserve for obsolescence:
Period ended:
August 26, 1994 to December 31, 1994........ $ -- $ 483 $ -- $ -- $ 483
======== ======== ======== ======== =======
Reserve for obsolescence:
Period ended:
January 1, 1994 through August 25, 1994..... $7,231 $ 794 $ -- $8,025(a) $ --
======== ======== ======== ======== =======
Years ended:
December 31, 1993........................... $6,921 $ 902 $ -- $ 592 $ 7,231
======== ======== ======== ======== =======
December 31, 1992........................... $3,638 $3,283 $ -- $ -- $ 6,921
======== ======== ======== ======== =======

- ---------------
(a) Includes fresh start adjustment of approximately $7,885.

S-2
13
EXHIBIT INDEX

EXHIBIT
NUMBER TITLE
---------- -----------------------------------------------------------------

*1.1 -- Form of Purchase Agreement.
2.1 -- The Company's Plan of Reorganization, as amended under Chapter 11
of the Bankruptcy Code -- Incorporated by reference to the
Company's Report on Form 8-K dated September 9, 1994.
3.1 -- Restated Certificate of Incorporation of America West Airlines,
Inc. -- Incorporated by reference to the Company's Report on Form
8-K dated September 8, 1994.
3.2 -- Restated By-laws of America West Airlines, Inc., as
amended -- Incorporated by reference to the Company's Report on
Form 10-K dated December 31, 1994.
4.1 -- Indenture for 10 3/4% Senior Unsecured Notes due
2003 -- Incorporated by reference to the Company's Form S-4 (No.
33-61099).
4.2 -- Form of Senior Note (included as Exhibit A to Exhibit 4.1 above).
4.3 -- Warrant Agreement dated August 25, 1994 between America West
Airlines, Inc. and First Interstate, N.A., as Warrant
Agent -- Incorporated by reference to the Company's Report on
Form 8-K dated September 9, 1994.
4.4 -- Form of Warrant (included as Exhibit A to Exhibit 4.3 above).
4.5 -- Stockholders' Agreement for America West Airlines, Inc. dated
August 25, 1994 among America West Airlines, Inc., AmWest
Partners, L.P., GPA Group plc and certain other Stockholder
Representatives -- Incorporated by reference to the Company's
Report on Form 8-K dated September 9, 1994.
4.6 -- First Amendment to Stockholders' Agreement for America West
Airlines, Inc. dated September 6, 1994 among Air Partners II,
L.P., TPG Partners, L.P., TPG Parallel I, L.P., Continental
Airlines, Inc., Mesa Airlines, Inc., GPA Group plc and certain
other stockholder representatives -- Incorporated by reference to
the Company's Report on Form 8-K dated September 9, 1994.
4.6 -- Registration Rights Agreement dated August 25, 1994 among America
West Airlines, Inc., AmWest Partners, L.P. and other
holders -- Incorporated by reference to the Company's Report on
Form 8-K dated September 9, 1994.
4.7 -- Article 4.0 of the Company's Restated Certificate of
Incorporation (included in Exhibit 3.1 above).
5.1 -- Opinion of Andrews & Kurth L.L.P.
10.1 -- Third Revised Investment Agreement dated April 21, 1994 between
America West Airlines, Inc. and AmWest Partners,
L.P. -- Incorporated by reference to Exhibit 10.A to the
Company's Quarterly Report on Form 10-Q for the period ended
March 31, 1994.
10.11 -- Third Revised Interim Procedures Agreement dated April 21, 1994
between America West Airlines and AmWest Partners,
L.P. -- Incorporated by reference to the Company's Annual Report
on Form 10-K for the year ended December 31, 1993.
10.14 -- The GPA Term Sheet between America West Airlines, Inc. and GPA
Group plc, dated June 13, 1994 -- Incorporated by Reference to
the Company's Registration Statement on Form S-1 (No. 54243), as
amended.
10.15 -- America West Airlines Management Resignation Allowance
Guidelines, as amended, dated November 18, 1993 -- Incorporated
by Reference to the Company's Registration Statement on Form S-1
(No. 54243), as amended.
10.16 -- Airbus A320 Purchase Agreement (including exhibits thereto),
dated as of September 28, 1990 between AVSA, S.A.R.L. and the
Company, together with Letter Agreement Nos. 1-10,
inclusive -- Incorporated by reference to Exhibit 10-(D)(1) to
the Company's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1990.

EXHIBIT
NUMBER TITLE
---------- -----------------------------------------------------------------

10.17 -- Loan Agreement, dated as of September 28, 1990, among the
Company, AVSA and AVSA, as agent -- Incorporated by reference to
Exhibit 10-(D)(2) to the Company's Quarterly Report on Form 10-Q
for the period ended September 30, 1990.
10.19 -- V2500 Support Contract Between the Company and International Aero
Engines AG, dated September 28, 1990, together with Side Letters
Nos. 1-4, inclusive -- Incorporated by reference to Exhibit
10-(D)(3) to the Company's Quarterly Report on Form 10-Q for the
quarter ended September 30, 1990.
10.20 -- Cash Management Agreement, dated September 28, 1991, among the
Company, BT and First Interstate of Arizona, N.A. -- Incorporated
by reference to Exhibit 10-D(21) to the Company's Annual Report
on Form 10-K for the year ended December 31, 1991.
10.21 -- First Amendment to Cash Management Agreement, dated December 1,
1991, among the Company, BT and First Interstate of Arizona,
N.A. -- Incorporated by reference to Exhibit 10-D(22) to the
Company's Annual Report on Form 10-K for the year ended December
31, 1991.
10.22 -- Second Amendment to Cash Management Agreement, dated September 1,
1992, among the Company, BT and First Interstate of Arizona,
N.A. -- Incorporated by reference to Exhibit 10-O(3) to the
Company's Annual Report on Form 10-K for the year ended December
31, 1992.
10.23 -- Restructuring Agreement, dated December 1, 1991 between the
Company and Kawasaki -- Incorporated by reference to Exhibit
10-D(24) to the Company's Annual Report on Form 10-K for the year
ended December 31, 1991.
10.24 -- A320 Put Agreement, dated December 1, 1991 between the Company
and Kawasaki -- Incorporated by reference to Exhibit 10-D(25) to
the Company's Annual Report on Form 10-K for the year ended
December 31, 1991.
10.25 -- First Amendment to A320 Put Agreement, dated September 1, 1992 --
Incorporated by reference to Exhibit 10-R(2) to the Company's
Annual Report on Form 10-K for the year ended December 31, 1992.
10.26 -- A320 Put Agreement, dated as of June 25, 1991 between the Company
and GPA Group plc -- Incorporated by reference to Exhibit
10-D(26) to the Company's Annual Report on Form 10-K for the year
ended December 31, 1991.
10.27 -- First Amendment to A320 Put Agreement, dated as of September 1,
1992 -- Incorporated by reference to Exhibit 10-S(2) to the
Company's Annual Report on Form 10-K for the year ended December
31, 1992.
10.28 -- Restructuring Agreement, dated as of June 25, 1991 among GPA
Group plc, GPA Leasing USA I, Inc. GPA Leasing USA Sub I, and the
Company -- Incorporated by reference to Exhibit 10-D(27) to the
Company's Annual Report on Form 10-K for the year ended December
31, 1991.
10.29 -- Official Statement dated August 11, 1986 for the $54,000,000
Variable Rate Airport Facility Revenue Bonds -- Incorporated by
reference to Exhibit 10.e to the Company's Quarterly Report on
Form 10-Q for the period ended September 30, 1986.
10.30 -- Airport Use Agreement dated July 1, 1989 (the "Airport Use
Agreement") among the City of Phoenix, The Industrial Development
Authority of the City of Phoenix, Arizona and the
Company -- Incorporated by reference to Exhibit 10-D(9) to the
Company's Annual Report on Form 10-K for the year ended December
31, 1989.

EXHIBIT
NUMBER TITLE
---------- -----------------------------------------------------------------

10.31 -- First Amendment dated August 1, 1990 to Airport Use Agreement --
Incorporated by reference to Exhibit 10-(D)(9) to the Company's
Quarterly Report on Form 10-Q for the period ended September 30,
1990.
10.32 -- Revolving Loan Agreement dated April 17, 1990, by and among the
Company, the Bank signatories thereto, and Bank of America
National Trust and Savings Association, as Agent for the Banks
(the "Revolving Loan Agreement") -- Incorporated by reference to
Exhibit 10-1 to the Company's Quarterly Report on Form 10-Q for
the period ended March 31, 1990.
10.33 -- First Amendment dated April 17, 1990 to Revolving Loan
Agreement -- Incorporated by reference to Exhibit 10-(D)(10) to
the Company's Quarterly Report on Form 10-Q for the period ended
September 30, 1990.
10.34 -- Second Amendment dated September 28, 1990 to the Revolving Loan
Agreement -- Incorporated by reference to Exhibit 10-(D)(11) to
the Company's Quarterly Report on Form 10-Q for the period ended
September 30, 1990.
10.35 -- Third Amendment dated as of January 14, 1991 to the Revolving
Loan Agreement -- Incorporated by reference to Exhibit 10-(D)(13)
to the Company's Annual Report on Form 10-K for the year ended
December 31, 1990.
10.36 -- Spares Credit Agreement, dated as of September 28, 1990, between
the Company and IAE -- Incorporated by reference to Exhibit
10-(D)(4) to the Company's Quarterly Report on Form 10-Q for the
period ended September 30, 1990.
10.37 -- Master Credit Modification Agreement dated as of October 1, 1992,
among the Company, IAE International Aero Engines AG, Intlaero
(Phoenix A320) Inc., Intlaero (Phoenix B737) Inc., CAE
Electronics Ltd., and Hughes Rediffusion Simulation
Limited -- Incorporated by reference to Exhibit 10-L to the
Company's Annual Report on Form 10-K for the year ended December
31, 1992.
10.38 -- Credit Agreement, dated as of September 28, 1990 between the
Company and IAE -- Incorporated by reference to Exhibit 10-(D)(5)
to the Company's Quarterly Report on Form 10-Q for the period
ended September 30, 1990.
10.39 -- Amendment No. 1 to the Credit Agreement, dated March 1, 1991 --
Incorporated by reference to Exhibit 10-(M)(2) to the Company's
Annual Report on Form 10-K for the year ended December 31, 1992.
10.40 -- Amendment No. 2 to the Credit Agreement, dated May 15, 1991 --
Incorporated by reference to Exhibit 10-(M)(3) to the Company's
Annual Report on Form 10-K for the year ended December 31, 1992.
10.41 -- Amendment No. 3 to the Credit Agreement, dated October 1, 1992 --
Incorporated by reference to Exhibit 10-(M)(4) to the Company's
Annual Report on Form 10-K for the year ended December 31, 1992.
10.42 -- Form of Third Amended and Restated Credit Agreement dated
September 30, 1993, among the Company, various lenders, and BT
Commercial Corp. as Administrative Agent (without exhibits) --
Incorporated by reference to Exhibit 10-(N)(1) to the Company's
Annual Report on Form 10-K for the year ended December 31, 1993.
10.43 -- Form of Amended and Restated Management Letter Agreement, dated
as of September 30, 1993 from the Company to the
Lenders -- Incorporated by reference to Exhibit 10-N(2) to the
Company's Annual Report on Form 10-K for the year ended December
31, 1993.

EXHIBIT
NUMBER TITLE
---------- -----------------------------------------------------------------

10.44 -- Form of Amendment to Amended and Restated Management Letter
Agreement; Consent to Amendment of By-laws dated February 8, 1994
from the Company to the Lenders -- Incorporated by reference to
Exhibit 10-N(3) to the Company's Annual Report on Form 10-K for
the year ended December 31, 1993.
10.45 -- Fourth Amended and Restated Credit Agreement dated June 30,
1994 -- Incorporated by reference to the Company's Quarterly
Report on Form 10-Q for the period ended June 30, 1994.
10.46 -- Key Employee Protection Agreement dated as of June 27, 1994
between America West Airlines, Inc. and William A.
Franke -- Incorporated by reference to the Company's Registration
Statement on Form S-1 (No. 54243), as amended.
10.47 -- Management Rights Agreement dated August 25, 1994 between TPG
Partners L.P., TPG Genpar, L.P. and America West Airlines,
Inc. -- Incorporated by reference to the Company's Registration
Statement on Form S-1 (No. 54243), as amended.
10.48 -- V2500 Support Contract dated December 23, 1994 between America
West Airlines, Inc. and International Aero Engineers, as
amended -- Incorporated by reference to the Company's Annual
Report on Form 10-K for the year ended December 31, 1994.
10.49 -- Form of America West Airlines, Inc. 1994 Incentive Equity Plan --
Incorporated by reference to the Company's Annual Report on Form
10-K for the year ended December 31, 1994.
*10.50 -- Employment Agreement dated as of November 9, 1995 between America
West Airlines, Inc. and William A. Franke.
11.1 -- Statement re: computation of net income (loss) per common share.
12.1 -- Statement re: computation of ratio of earnings to fixed charges.
23.1 -- Consent of Andrews & Kurth L.L.P. (included in Exhibit 5.1
above).
*23.2 -- Consent of KPMG Peat Marwick LLP (independent
auditors) -- Included at page S-1.
24.1 -- Power of Attorney (included on the signature pages of this
Registration Statement.)
27 -- Financial Data Schedule.

- ---------------
* Filed herewith.