UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 4
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
[ ] Check this box if no longer subject to Section 16.
Form 4 or Form 5 obligations may continue.
1. Name and Address of Reporting Person(s)
Gillman, Brian S.
7000 Squibb Road, Third Floor
Mission, KS 66202
2. Issuer Name and Ticker or Trading Symbol
Vanguard Airlines, Inc. (VNGD)
3. I.R.S. Identification Number of Reporting Person, if an entity (Voluntary)
4. Statement for Month/Year
07/99
5. If Amendment, Date of Original (Month/Year)
6. Relationship of Reporting Person(s) to Issuer (Check all applicable)
[ ] Director [ ] 10% Owner
[X] Officer (give title below) [ ] Other (specify below)
Vice President and
General Counsel
7. Individual or Joint/Group Filing (Check Applicable Line)
[X] Form filed by One Reporting Person
[ ] Form filed by More than One Reporting Person
<TABLE>
<CAPTION>
Table I Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1)Title of Security 2)Trans- 3.Trans- 4.Securities Acquired(A) 5)Amount of 6) 7)Nature of
action action or Disposed of (D) Securities Indirect
Date Code A Beneficially D Beneficial
(Month/ or Owned at or Ownership
Day/Year) Code V Amount D Price End of Month I
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<S> <C> <C> <C> <C><C> <C> <C><C>
Common Stock 07/28/99 S 500 D $6.87500 D Direct
Common Stock 07/28/99 M 1,500 A $2.50000 D Direct
Common Stock 07/29/99 S 500 D $6.75000 D Direct
Common Stock 07/30/99 S 500 D $6.87500 60 (1) D Direct
<CAPTION>
Table II (PART 1) Derivative Securities Acquired, Disposed of, or Beneficially Owned (Columns 1 through 6)
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1)Title of Derivative 2)Conversion 3)Trans- 4)Trans- 5)Number of Derivative 6)Date Exercisable and
Security or Exercise action action Securities Acquired (A) Expiration Date
Price of Date Code or Disposed of (D)
Derivative
Security Code V A D Exercisable Expiration
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Incentive Stock Option (right $2.50000 07/28/99 M 1,500 (3) 07/16/06
to buy) (2)
Incentive Stock Option (right $2.50000 (5) 02/06/07
to buy) (4)
Incentive Stock Option (right $2.50000 (7) 11/03/07
to buy) (6)
Incentive Stock Option (right $2.81300 5/15/98 02/27/08
to buy) (8)
<CAPTION>
Table II (PART 2) Derivative Securities Acquired, Disposed of, or Beneficially Owned (Columns 1,3 and 7 through 11)
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1)Title of Derivative 3)Trans- 7)Title and Amount 8)Price 9)Number of 10) 11)Nature of
Security action of Underlying of Deri- Derivative Indirect
Date Securities vative Securities D Beneficial
Amount or Security Beneficially or Ownership
Number of Owned at I
- Title Shares End of Month
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Incentive Stock Option (right 07/28/99 Common Stock 1,500 1,500 D Direct
to buy) (2)
Incentive Stock Option (right Common Stock 17,000 17,000 D Direct
to buy) (4)
Incentive Stock Option (right Common Stock 92,899 92,899 D Direct
to buy) (6)
Incentive Stock Option (right Common Stock 1,015 1,015 D Direct
to buy) (8)
<FN>
Explanation of Responses:
(1) On May 20, 1999, Vanguard Airlines, Inc. completed a one-for-five reverse stock split. This stock was
previously reported as 300 shares of common stock, but was adjusted to reflect a reverse stock split on
May 20, 1999.
(2) On May 20, 1999, Vanguard Airlines, Inc. completed a one-for-five reverse stock split. This option was
previously reported as covering 15,000 options at an exercise price of $0.50, but was adjusted to reflect
a reverse stock split on May 20, 1999.
(3) This Option vests at the rate of 1/16 of the Shares subject to the Option. Only the vested portion of
this Option is currently exercisable. This Option was exercisable within 60 days after the date hereof
into 1,875 Shares of Common Stock.
(4) On May 20, 1999, Vanguard Airlines, Inc. completed a one-for-five reverse stock split. This option
was previously reported as covering 85,000 options at an exercise price of $0.50, but was adjusted
to reflect a reverse stock split on May 20, 1999.
(5) This Option Vests at the rate of 1/16 of the Shares subject to the Option. Only the vested portion
of this Option is currently exercisable. This Option was exercisable within 60 days after the date
hereof into 9,563 Shares of Common Stock.
(6) On May 20, 1999, Vanguard Airlines, Inc. completed a one-for-five reverse stock split. This option
was previously reported as covering 464,497 options at an exercise price of $0.50, but was adjusted
to reflect a reverse stock split on May 20, 1999.
(7) This Option vests at the rate of 1/16 of the Shares subject to the Option. Only the vested portion
of this Option is currently exercisable. This Option was exercisable within 60 days after the date
hereof into 40,644 shares of Common Stock.
(8) On May 20, 1999, Vanguard Airlines, Inc. completed a one-for-five reverse stock split. This option
was previously reported as covering 5,077 options at an exercise price of $0.5625, but was adjusted
to reflect a reverse stock split on May 20, 1999.
</FN>
</TABLE>
SIGNATURE OF REPORTING PERSON
/S/ Gillman, Brian S.
DATE
