<PAGE>
PROSPECTUS SUPPLEMENT FILED PURSUANT TO RULE 424(B)(3)
(TO PROSPECTUS DATED JULY 24, 1998) REGISTRATION NO. 333-58867
FRONTIER AIRLINES, INC.
7,452,930 Shares of Common Stock
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This prospectus supplement relates to the resale by the holders (the
"Selling Shareholders") 7,452,930 shares of Common Stock of Frontier Airlines,
Inc. (the "Company").
This prospectus supplement should be read in conjunction with the
prospectus dated July 24, 1998, which is to be delivered with this prospectus
supplement. All capitalized terms used but not defined in this prospectus
supplement shall have the meanings given them in the prospectus.
The information with respect to The Seabury Group, LLC in the table
appearing under the heading "Selling Shareholders" in the prospectus is
superseded by the information appearing in the table below:
<TABLE>
<CAPTION>
Shares Owned Shares Owned
Before this Shares Offered after this
Name Offering /1/ Hereunder Offering /2/
- ---- ------------ -------------- ------------
<S> <C> <C> <C>
John E. Luth and Carol L. 548,000 548,000 0
Wegman, Trustees of Trust dated
May 20, 1999 /5/
</TABLE>
/1/ These amounts include Shares issuable upon exercise of warrants.
/2/ Assumes that all of the Shares being offered hereunder will be
sold.
/5/ John E. Luth previously served as a director of the Company and is
the President and Chief Executive Officer of The Seabury Group, LLC.
Prior to Mr. Luth becoming a director of the Company, The Seabury
Group, LLC provided financial advisory services to the Company in
connection with debt and equity financings in December 1997 and
April 1998.
INVESTING IN THE COMMON STOCK INVOLVES A HIGH DEGREE OF RISK. SEE
"PRINCIPAL RISK FACTORS" BEGINNING ON PAGE 5 OF THE PROSPECTUS.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ACCURACY OR ADEQUACY OF THE PROSPECTUS OR THIS PROSPECTUS SUPPLEMENT. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
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The date of this prospectus supplement is June 14, 1999.
