SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

O REILLY DENNIS J

(Last)

(First)

(Middle)

C/O MIDWEST AIR GROUP, INC.

6744 SOUTH HOWELL AVENUE

(Street)

OAK CREEK

53154-1402

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
04/23/2003

3. Issuer Name and Ticker or Trading Symbol
MIDWEST AIR GROUP INC [ MEH ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Treasurer & Dir. of Inv. Rel.

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	450	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Employee Stock Option (right to buy)	⁽¹⁾	02/13/2007	Common Stock	4,500	$16.1111	D
Employee Stock Option (right to buy)	⁽²⁾	02/10/2008	Common Stock	4,500	$30.5208	D
Employee Stock Option (right to buy)	⁽³⁾	02/17/2009	Common Stock	8,150	$29.2188	D
Employee Stock Option (right to buy)	⁽⁴⁾	02/16/2010	Common Stock	6,000	$24.5	D
Employee Stock Option (right to buy)	⁽⁵⁾	02/21/2011	Common Stock	6,000	$19.28	D
Employee Stock Option (right to buy)	⁽⁶⁾	02/20/2012	Common Stock	6,450	$18.52	D
Employee Stock Option (right to buy)	⁽⁷⁾	02/19/2013	Common Stock	6,000	$3.36	D
Stock Fund Unit	⁽⁸⁾	⁽⁸⁾	Stock Fund Unit	368.17	⁽⁹⁾	I	By Savings & Investment Plan

Explanation of Responses:

1. 1,350 shares of the option became exercisable on 2/13/98, 1,350 shares of the option became exercisable on 2/13/99 and 1,800 shares of the option became exercisable on 2/13/00.

2. 1,350 shares of the option became exercisable on 2/10/99, 1,350 shares of the option became exercisable on 2/10/00 and 1,800 shares of the option became exercisable on 2/10/01.

3. 2,445 shares of the option became exercisable on 2/17/00, 2,445 shares of the option became exercisable on 2/17/01 and 3,260 shares of the option became exercisable on 2/17/02.

4. 1,800 shares of the option became exercisable on 2/16/01, 1,800 shares of the option became exercisable on 2/16/02 and 2,400 shares of the option became exercisable on 2/16/03.

5. 1,800 shares of the option became exercisable on 2/21/02, 1,800 shares of the option became exercisable on 2/21/03 and 2,400 shares became exercisable on 2/21/04.

6. 1,935 shares of the option became exercisable on 2/20/03, 1,935 shares of the option became exercisable on 2/20/04 and the remainder of the option becomes exercisable as to 2,580 shares on 2/20/05.

7. 1,800 shares of the option became exercisable on 2/19/04 and the remainder of the option becomes exercisable as to 1,800 shares on 2/19/05 and 2,400 shares on 2/19/06.

8. Distributions will be made upon the earliest to occur of termination of employment, death, retirement or attainment of age 65, subject to limited exceptions.

9. The number of underlying securities is based on the stock fund balance on 4/23/03. The actual number of shares issuable upon the distribution date is not determinable since the stock fund is a unitized account consisting of 97% Company stock and 3% money market fund. The stock account balance reflected in this report is based on a 4/23/03 stock fund price of $2.96 per share.

	Dennis J. O'Reilly	03/12/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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