<PAGE>   1

                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549

                                SCHEDULE 13D
                  Under the Securities Exchange Act of 1934
                              (Amendment No. 1)

                         America West Airlines, Inc.
                                 ----------
                              (Name of Issuer)


                    Class A Common Stock, $.01 par value
                    Class B Common Stock, $.01 par value
                  Warrants to Purchase Class B Common Stock
                                 ----------
                       (Title of Class of Securities)


                                 023650  302
                                 023650  203
                                 023650  112
                                 ----------
                               (CUSIP Numbers)


                              Jeffery A. Smisek
            Senior Vice President, General Counsel and Secretary
                         Continental Airlines, Inc.
                       2929 Allen Parkway, Suite 2010
                            Houston, Texas 77019
                               (212) 834-5000
                                 ----------
                (Name, Address and Telephone Number of Person
              Authorized to Receive Notices and Communications)


                              November 17, 1995
                                 ----------
                        (Date of Event which Requires
                          Filing of this Statement)

    If the filing person has previously filed a statement on Schedule 13G
to report the acquisition which is the subject of this Schedule 13D, and is
filing this Schedule because of Rule 13d-1(b)(3) or (4), check the following
box [  ].

    Check the following box if a fee is being paid with the statement  [  ].

<PAGE>   2
                                  SCHEDULE 13D

CUSIP Nos. 023650  302, 023650  203, 023650  112

- -------------------------------------------------------------------------------
1        NAME OF REPORTING PERSON
         S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

         Continental Airlines, Inc.
         74-2099724

                                                                               
- -------------------------------------------------------------------------------
2        CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
         (a)     [X]
         (b)     [  ]

                                                                               
- -------------------------------------------------------------------------------
3        SEC USE ONLY

                                                                               
- -------------------------------------------------------------------------------
4        SOURCE OF FUNDS

         WC

                                                                               
- -------------------------------------------------------------------------------
5        CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO 
         ITEMS 2(d) or 2(e)
         [  ]

                                                                               
- -------------------------------------------------------------------------------
6        CITIZENSHIP OR PLACE OF ORGANIZATION

         DELAWARE

                                                                               
- -------------------------------------------------------------------------------
                          7       SOLE VOTING POWER

                          CLASS A COMMON STOCK             325,505
                          CLASS B COMMON STOCK           2,311,094
                          WARRANTS                         802,860

NUMBER OF
  SHARES         --------------------------------------------------------------
BENEFICIALLY              8        SHARED VOTING POWER
 OWNED BY
   EACH                   CLASS A COMMON STOCK           1,200,000
                          CLASS B COMMON STOCK          13,601,967
                          WARRANTS                       4,897,538





                                       2

<PAGE>   3
                                                                               
                 --------------------------------------------------------------
REPORTING                 9        SOLE DISPOSITIVE POWER
  PERSON
   WITH                   CLASS A COMMON STOCK             325,505
                          CLASS B COMMON STOCK           2,311,094
                          WARRANTS                         802,860             
                                                                               
                 --------------------------------------------------------------
                          10       SHARED DISPOSITIVE POWER

                          CLASS A COMMON STOCK           1,200,000
                          CLASS B COMMON STOCK          13,601,967
                          WARRANTS                       4,897,538

                                                                               
- -------------------------------------------------------------------------------
11        AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                          CLASS A COMMON STOCK           1,200,000
                          CLASS B COMMON STOCK          13,601,967
                          WARRANTS                       4,897,538

                                                                               
- -------------------------------------------------------------------------------
12        CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES  CERTAIN SHARES

                                                                               
- -------------------------------------------------------------------------------
13        PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

                          CLASS A COMMON STOCK                 100%
                          CLASS B COMMON STOCK                27.8%
                          WARRANTS                            47.2%

                                                                               
- -------------------------------------------------------------------------------
14        TYPE OF REPORTING PERSON

          CO
                                                                               
- -------------------------------------------------------------------------------





                                       3

<PAGE>   4
         This Amendment No. 1 (this "Amendment") amends and supplements the
Schedule 13D filed on September 6, 1994 (the "Schedule 13D") of Continental
Airlines, Inc. ("Continental") with respect to the Class A Common Stock, $0.01
par value per share (the "Class A Common"), the Class B Common Stock, $0.01 par
value per share (the "Class B Common"), and the Warrants to Purchase Class B
Common (the "Warrants") of America West Airlines, Inc., a Delaware corporation
(the "Company").  All capitalized terms used in this Amendment and not
otherwise defined herein have the meanings ascribed to such terms in the
Schedule 13D.


ITEM 2.   IDENTITY AND BACKGROUND.

         Paragraphs 3 through 32 of Item 2 of the Schedule 13D are hereby
amended to read in their entirety as follows:

         The executive officers of Continental are: Ben Baldanza (Vice
President - Pricing and Scheduling), Gordon M. Bethune (President, Chief
Executive Officer and Director), Gregory D. Brenneman (Chief Operating Officer
and Director), Mark A. Erwin (Senior Vice President - Airport Services),
Lawrence W. Kellner (Senior Vice President and Chief Financial Officer), David
A. Loeser (Senior Vice President - Human Resources), C.D. McLean (Senior Vice
President - Operations), Barry P. Simon (Senior Vice President - Europe) and
Jeffery A. Smisek (Senior Vice President, General Counsel and Secretary).  The
directors of Continental are:  Thomas J. Barrack, Jr., Gordon M. Bethune,
Gregory D. Brenneman, David Bonderman, Joel H. Cowan, Patrick Foley, Rowland C.
Frazee, Hollis L. Harris, Dean C. Kehler, Robert L. Lumpkins, Douglas
McCorkindale, David E. Mitchell, O.C., Richard W. Pogue, William S. Price III,
Donald L. Sturm, Claude I. Taylor, O.C., Karen Hastie Williams and Charles A.
Yamarone, each of whom is a natural person.

         Ben Baldanza has his principal business address at 2929 Allen Parkway,
Suite 2010, Houston, Texas 77019.  His principal occupation is as Vice
President - Pricing and Scheduling of Continental, which has its principal
business address at 2929 Allen Parkway, Suite 2010, Houston, Texas 77019.  Mr.
Baldanza is a citizen of the United States.

         Gordon M. Bethune has his principal business address at 2929 Allen
Parkway, Suite 2010, Houston, Texas 77019.  His principal occupation is as
President, Chief Executive Officer and director of Continental, which has its
principal business address at 2929 Allen Parkway, Suite 2010, Houston, Texas
77019.  Mr. Bethune is a citizen of the United States.

         Gregory D. Brenneman has his principal business address at 2929 Allen
Parkway, Suite 2010, Houston, Texas 77019.  His principal occupation is as
Chief Operating Officer and director of Continental, which has its principal
business address at 2929 Allen Parkway, Suite 2010, Houston, Texas 77019.  Mr.
Brenneman is a citizen of the United States.

         Mark A. Erwin has his principal business address at 2929 Allen
Parkway, Suite 2010, Houston, Texas 77019.  His principal occupation is as
Senior Vice President - Airport Services of Continental, which has its
principal business address at 2929 Allen Parkway, Suite 2010, Houston, Texas
77019.  Mr. Erwin is a citizen of the United States.





                                       4

<PAGE>   5
         Lawrence W. Kellner has his principal business address at 2929 Allen
Parkway, Suite 2010, Houston, Texas 77019.  His principal occupation is as
Senior Vice President and Chief Financial Officer of Continental, which has its
principal business address at 2929 Allen Parkway, Suite 2010, Houston, Texas
77019.  Mr. Kellner is a citizen of the United States.

         David A. Loeser has his principal business address at 2929 Allen
Parkway, Suite 2010, Houston, Texas 77019.  His principal occupation is as
Senior Vice President - Human Resources of Continental, which has its principal
business address at 2929 Allen Parkway, Suite 2010, Houston, Texas 77019.  Mr.
Loeser is a citizen of the United States.

         C.D. McLean has his principal business address at 2929 Allen Parkway,
Suite 2010, Houston, Texas 77019.  His principal occupation is as Senior Vice
President - Operations of Continental, which has its principal business address
at 2929 Allen Parkway, Suite 2010, Houston, Texas 77019.  Mr. McLean is a
citizen of the United States.

         Barry P. Simon has his principal business address at 2929 Allen
Parkway, Suite 2010, Houston, Texas 77019.  His principal occupation is as
Senior Vice President - Europe of Continental, which has its principal business
address at 2929 Allen Parkway, Suite 2010, Houston, Texas 77019.  Mr. Simon is
a citizen of the United States.

         Jeffery A. Smisek has his principal business address at 2929 Allen
Parkway, Suite 2010, Houston, Texas 77019.  His principal occupation is as
Senior Vice President, General Counsel and Secretary of Continental, which has
its principal business address at 2929 Allen Parkway, Suite 2010, Houston,
Texas 77019.  Mr. Smisek is a citizen of the United States.

         Thomas J. Barrack, Jr., has his principal business address at 1999
Avenue of the Stars, Suite 1200, Los Angeles, California 90067.  His principal
occupation is as Chief Executive Officer of Colony Capital, Inc. and Colony
Advisors, Inc., which have their principal business address at 1999 Avenue of
the Stars, Suite 1200, Los Angeles, California 90067.  Mr. Barrack is a citizen
of the United States.

         David Bonderman has his business address at 201 Main Street, Suite
2420, Fort Worth, Texas 76102.  Mr. Bonderman's principal occupation is as a
Managing Director of Air Partners, L.P. and Texas Pacific Group, which have
their business address at 201 Main Street, Suite 2420, Fort Worth, Texas 76102
and 600 California Street, Suite 1850, San Francisco, California 94920,
respectively.  Mr. Bonderman is a citizen of the United States.

         Joel H. Cowan has his principal business address at 781 Marietta
Street, Atlanta, Georgia 30318.  His principal occupation is as President of
Cowan & Associates, which has its business address at 781 Marietta Street,
Atlanta, Georgia 30318.  Mr. Cowan is a citizen of the United States.

         Patrick Foley has his business address at 333 Twin Dolphin Drive,
Redwood City, California 94065.  His principal occupation is as Chairman of the
Board, President and Chief Executive Officer of DHL Airways, Inc., which has
its principal business address at 333 Twin Dolphin Drive, Redwood City,
California 94065.  Mr. Foley is a citizen of the United States.





                                       5

<PAGE>   6
         Rowland C. Frazee, has his business address at Royal Bank of Canada, 1
Place Villa Marie, 3rd Floor, Montreal Quebec Canada H3B 4A7.  He is retired.
Mr. Frazee is a citizen of Canada.

         Hollis L. Harris has his business address at Air Canada Center,
Montreal International Airport (Dorval), P.O. Box 14000, Postal Station,
Saint-Laurent, Canada H4Y 1H4.  His principal occupation is as Chairman of the
Board, President and Chief Executive Officer of Air Canada, which has its
principal business address at Air Canada Center, Montreal International Airport
(Dorval), P.O. Box 14000, Postal Station, Saint-Laurent, Canada H4Y 1H4.  Mr.
Harris is a citizen of the United States.

         Dean C. Kehler has his business address at 1325 Avenue of the
Americas, 22nd Floor, New York, New York 10019.  His principal occupation is as
Managing Director of CIBC Wood Gundy Securities Corp., which has its principal
business address at 1325 Avenue of the Americas, 22nd Floor, New York, New York
10019.  Mr. Kehler is a citizen of the United States.

         Robert L. Lumpkins has his business address at P. O. Box 5724,
Minneapolis, Minnesota 55440-5724.  His principal occupation is as Senior Vice
President, Chief Financial Officer, Vice Chairman and Director of Cargill,
Inc., which has its business address at P. O. Box 5724, Minneapolis, Minnesota
55440-5724.  Mr. Lumpkins is a citizen of the United States.

         Douglas McCorkindale has his principal business address at 1100 Wilson
Boulevard, Arlington, Virginia 22234.  His principal occupation is as Vice
Chairman, Director and Chief Financial and Administrative Officer of Gannett
Co., Inc., which has its principal business address at 1100 Wilson Boulevard,
Arlington, Virginia 22234.  Mr. McCorkindale is a citizen of the United States.

         David E. Mitchell, O.C. has his business address at Suite 3900, 421
7th Avenue Southwest, Calgary, Alberta, Canada T2P 4K9.  His principal
occupation is as Chairman of Alberta Energy Company, Ltd., which has its
business address at Suite 3900, 421 7th Avenue Southwest, Calgary, Alberta,
Canada T2P 4K9.  Mr. Mitchell is a citizen of Canada.

         Richard W. Pogue has his business address at 1301 East 9th Street,
Suite 1300, Cleveland, Ohio  44114.  His principal occupation is with Dix &
Eaton, which has its business address at 1301 East 9th Street, Suite 1300,
Cleveland, Ohio 44114.  Mr. Pogue is a citizen of the United States.

         William S. Price III has his business address at 600 California
Street, Suite 1850, San Francisco, California 94920.  His principal occupation
is as a Managing Director of Air Partners, L.P. and Texas Pacific Group, which
have their business address at 201 Main Street, Suite 2420, Fort Worth, Texas
76102 and 600 California Street, Suite 1850, San Francisco, California 94920,
respectively.  Mr. Price is a citizen of the United States.

         Donald L. Sturm has his business address at 3033 East 1st Avenue,
Denver, Colorado 80206.  His principal occupation is as Chairman of the Board
and Chief Executive Officer of





                                       6

<PAGE>   7
Community First Bankshares, Inc., Community First Bancorp, Inc. and Sturm
Investment, Inc., which have their principal business address at 3033 East 1st
Avenue, Denver, Colorado 80206.  Mr. Sturm is a citizen of the United States.

         Claude I. Taylor, O.C. has his principal business address at Air
Canada Center, Montreal International Airport (Dorval), P.O. Box 14000, Postal
Station, Saint-Laurent, Canada H4Y 1H4.  His principal occupation is as
Chairman Emeritus of Air Canada, which has its business address Montreal
International Airport (Dorval), P.O. Box 14000, Postal Station, Saint-Laurent,
Canada H4Y 1H4.  Mr. Taylor is a citizen of Canada.

         Karen Hastie Williams has her business address at 1001 Pennsylvania
Avenue, N.W., Suite 1100, Washington, D.C.  20004.  Her principal occupation is
as Partner of Crowell & Moring, which has its business address at 1001
Pennsylvania Avenue, N.W., Suite 1100, Washington, D.C. 20004.  Ms. Williams is
a citizen of the United States.

         Charles A. Yamarone has his business address at 11766 Wilshire Blvd.,
Suite 870, Los Angeles, California 90025.  His principal occupation is as
Executive Vice President and Research Director for Libra Investments, Inc.,
which has its business address at 11766 Wilshire Blvd., Suite 870, Los Angeles,
California 90025.  Mr. Yamarone is a citizen of the United States.

ITEM 5.   INTEREST IN SECURITIES OF THE ISSUER.

         Items 5(a) and (b) of the Schedule 13D are hereby amended to read in
their entirety as follows:

 (a)-(b)  At the date hereof, Continental has the sole power to vote and
dispose of 325,505 shares of the Class A Common, 1,508,234 shares of the Class
B Common, and 802,860 Warrants.  The Warrants entitle holders to purchase one
share of the Class B Common at a price of $12.74 per share.  The Class A Common
held by Continental represents approximately 27.1% of the 1,200,000 shares of
Class A Common outstanding as of September 30, 1995, based on information
provided by the Company.  The Class B Common held by Continental represents
approximately 3.4% of the 43,967,378 shares of Class B Common outstanding as of
September 30, 1995, based on information provided by the Company.  The Warrants
held by Continental represent approximately 7.7% of the 10,383,571 Warrants
outstanding as of September 30, 1995, based on information provided by the
Company.  Assuming exercise of the Warrants, the Class B Common and Warrants
held by Continental represent approximately 5.2% of the 44,770,238 shares of
Class B Common which would be assumed to be outstanding upon such exercise.

         As set forth in Item 5(d) and 6, the TPG Parties have certain
understandings and agreements regarding the voting and disposition of the
securities of the Company held by them with GPA Group plc, an Irish public
limited company ("GPA"), Continental and Mesa Airlines, Inc., a New Mexico
corporation ("Mesa").  As a result of these agreements and understandings, the
TPG Parties together with each of GPA, Continental and Mesa comprise a group
within the meaning of Section 13(d)(3) of the Exchange Act, and each may be
deemed to beneficially own





                                       7

<PAGE>   8
the securities of the Company owned by the other.  Information concerning the
ownership of Class A Common, Class B Common and Warrants by each of the TPG
Parties, GPA and Mesa is contained in separate Schedules 13D, as amended, being
filed by each of the TPG Parties, GPA and Mesa.  In an amendment to its
Schedule 13D filed on November 20, 1995, GPA reported that on November 14, 1995
it sold 900,000 shares of Class B Common to Salomon Brothers Inc at a price of
$16.51 per share by means of a block trade on the New York Stock Exchange with
a settlement date of November 17, 1995.  In the same amendment, GPA reported
that it continued to hold 1,384,615 Warrants.

         On the basis of information contained in the Schedules 13D filed by
the TPG Parties, GPA and Mesa and the amendment to its Schedule 13D filed by
GPA, following this sale of Class B Common by GPA, Continental, the TPG
Parties, Mesa and GPA, as a group, beneficially own 1,200,000 shares of the
Class A Common, 8,704,429 shares of the Class B Common, and 4,897,538 Warrants.
The aggregate amount of Class A Common beneficially owned by the group
represents 100% of the 1,200,000 shares of Class A Common outstanding as of
September 30, 1995, based on information provided by the Company.  The
aggregate amount of Class B Common beneficially owned by the group represents
approximately 19.8% of the 43,967,378 shares of Class B Common outstanding as
of September 30, 1995, based on information provided by the Company.  The
aggregate amount of Warrants beneficially owned by the group represents
approximately 47.2% of the 10,383,571 Warrants outstanding as of September 30,
1995, based on information provided by the Company.  Assuming exercise of the
Warrants, the aggregate amount of Class B Common and Warrants beneficially
owned by the group represents approximately 27.8% of the 48,864,916 shares of
Class B Common which would be assumed to be outstanding upon such exercise.

         Except as described herein, Continental does not have the sole or
shared voting power to vote or the sole or shared power to dispose of any
shares of Class A Common, Class B Common or any of the Warrants.

         To the knowledge of Continental, none of the individuals named in Item
2 has the sole or shared power to vote or the sole or shared power to dispose
of any shares of Class A Common, Class B Common or any of the Warrants.


ITEM 6.     CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
            RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.

         Item 6 of the Schedule 13D is hereby amended by adding the following
paragraph immediately prior to the final paragraph thereof.

         Pursuant to the Stockholders' Agreement and the GPA Voting Agreement,
the parties to such agreements have agreed, inter alia, to vote, or recommend
the voting of, the shares of Class A Common and Class B Common held by each of
them in favor of the election of a director of the Company designated by GPA
during the term of such agreements, provided that GPA shall own at least two
percent of the voting equity securities of the Company "(on a fully diluted
basis)" and provided further that such director designee is reasonably
acceptable to





                                       8

<PAGE>   9
AmWest or its designated assignees.  Pursuant to the First Amendment to the
Stockholders' Agreement, dated as of September 6, 1994 (filed as Exhibit 1 to
this Amendment and incorporated herein by this reference), and the First
Amendment to the GPA Voting Agreement, dated as of September 6, 1994 (filed as
Exhibit 2 to this Amendment and incorporated herein by this reference), inter
alia, the parenthetical term "(on a fully diluted basis)" in each of the
agreements has been defined to provide that the percentage of voting equity
securities of the Company modified by such term shall be determined (i) as if
the 10,384,615 Warrants issued upon consummation of the Plan shall have been
exercised for 10,384,615 shares of Class B Common as of the date of such
determination and (ii) excluding from such determination any potential dilutive
effect of certain warrants, options or rights issued subsequent and related to
the confirmation of the Plan.


ITEM 7.   MATERIAL TO BE FILED AS EXHIBITS.

Exhibit 1 --  First Amendment to Stockholders' Agreement

Exhibit 2 --  First Amendment to GPA Voting Agreement





                                       9

<PAGE>   10
                                   SIGNATURE

         After reasonable inquiry and to the best of its knowledge and belief,
the undersigned certifies that the information set forth in this statement is
true, complete and accurate.

Dated:  November 22, 1995


                                        CONTINENTAL AIRLINES, INC.
                                        
                                        
                                        
                                        By: /s/ Jennifer L. Vogel             
                                           -----------------------------------
                                        Name: Jennifer L. Vogel
                                              Vice President and Assistant 
                                              Secretary





                                       10





<PAGE>   1
                                                                       EXHIBIT 1


                 FIRST AMENDMENT TO STOCKHOLDERS' AGREEMENT FOR
                          AMERICA WEST AIRLINES, INC.

                 THIS FIRST AMENDMENT TO STOCKHOLDERS' AGREEMENT FOR AMERICA
         WEST AIRLINES, INC. (this "Amendment) is entered into as of this 6th
         day of September, 1994 by and among Air Partners II, L.P., a Texas
         limited partnership, TPG Partners, L.P., a Texas limited partnership,
         TPG Parallel I, L.P., a Texas limited partnership, Continental
         Airlines, Inc., a Delaware corporation, Mesa Airlines, Inc., a New
         Mexico corporation, GPA Group plc, a corporation organized under the
         laws of Ireland ("GPA"), Robert A. Ewert, David T. Obergfell and
         William A. Franke (collectively, the "Stockholder Representatives"),
         and America West Airlines, Inc., a Delaware corporation (the
         "Company").

                                   RECITALS:

                 WHEREAS, the Amwest Partners, L.P. a Texas limited partnership
         ("Amwest"), GPA, the Stockholder Representatives and the Company
         entered into that certain Stockholders' Agreement for America West
         Airlines, Inc., dated as of the 25th day of August, 1994 (the
         "Agreement");

                 WHEREAS, the Agreement set forth certain rights and
         obligations of the parties as stockholders and "Stockholder
         Representatives" (as defined therein) of the Company;

                 WHEREAS, AmWest was dissolved by operation of that certain

         Termination Agreement dated as of August 25, 1994, by and among its
         general and limited partners (the "Termination Agreement");

                 WHEREAS, prior to AmWest's dissolution, by separate letter
         agreements, each dated August 23, 1994 (the "Assumption Agreements"),
         Amwest assigned to its limited partners and certain of their
         Affiliates AmWest's rights and obligations under the Investment
         Agreement and certain related agreements, and such assignees assumed
         such rights and obligations pursuant to the Assumption Agreements and
         certain letter agreements dated August 25, 1994, addressed to the
         Company and the other parties to the Agreement (the "Letter
         Agreements");

                 WHEREAS, AmWest's obligations under the Agreement have been
         collectively assumed by TPG Partners, L.P., TPG Parallel I, L.P., Air
         Partners II, L.P., Continental Airlines, Inc., and Mesa Airlines,
         Inc., and their respective Affiliates in accordance with the
         Termination Agreement, the Assumption Agreements, and the Letter
         Agreements;






<PAGE>   2
                 WHEREAS, it is the intent of the parties that the Stockholder
         Representatives not be deemed, by virtue of the Agreement, to be
         acting, in their individual capacities, as a syndicate or group for
         the purpose of acquiring, holding, or disposing of securities under
         Section 13(d) of the Securities Exchange Act of 1934, as amended; and

                 WHEREAS, the parties desire to define the term "(on a fully
         diluted basis)" as used in the Agreement and correct an incomplete
         reference in the Agreement to certain of the parties thereto.

                 NOW THEREFORE, in consideration of the premises herein and
         other good and valuable consideration, the receipt and sufficiency of
         which are hereby acknowledged, the parties hereto agree as follows:

                 1.       The Agreement is hereby amended in the following
                          manner:

                 (a)      The following is hereby added to Section 1.0 of the
         Agreement:

                 "(on a fully diluted basis)" shall mean that the determination
                 of percentage of voting equity securities modified by such
                 phrase shall be made (i) as if the 10,384,615 warrants to
                 purchase Class B Common issued upon consummation of the Plan
                 shall have been exercised for 10,384,615 shares of Class B
                 Common as of the date that such determination is made, and
                 (ii) excluding from such determination the potential dilutive
                 effect of any warrants, options or rights relating to Class B
                 Common or nonvoting equity securities convertible directly or
                 indirectly into Class B Common issued subsequent and unrelated
                 to the consummation of the Plan (herein, collectively "Post
                 Plan Convertible Securities").  Neither the use of the phrase
                 "(on a fully diluted basis)" nor any determination of
                 percentage of voting equity securities modified by such phrase
                 shall be deemed to limit the Company's ability to issue
                 securities, and subject to clause (ii) of the immediately
                 preceding sentence, any securities so issued (including,
                 without limitation upon exercise of or in exchange for any
                 Post Plan Convertible Security) shall be included for purposes
                 of any calculation of ownership interests provided for in this
                 Agreement.

                 (b)      Clause (I) of Section 2.1(h) is hereby amended and
         restated to read as follows:

                 (i)      to vote the Common Stock held and controlled by them
                 (other than stock held individually by any





                                       2

<PAGE>   3
                 Stockholder Representative) in favor of the removal from the
                 Board, upon notice by the group or entity having the right to
                 designate such director under this Section 2.1 and requesting
                 such removal, of any person or persons designated to the Board
                 by such group or entity, and

                 2.       The parties hereto agree that for purposes of clause
         (i) of the last sentence of Section 4.3 of the Agreement, TPG
         Partners, L.P., TPG Parallel I, L.P., Air Partners II, L.P., and
         Continental will be deemed not to be Affiliates of one another.

                 3.       All capitalized terms used herein that are not
         defined herein shall be given the meaning given to them in the
         Agreement.

                 4.       Except as specifically modified by this Amendment,
         (a) the terms, conditions, and covenants set forth in the Agreement
         are hereby ratified and confirmed by the parties hereto and are in
         full force and effect and (b) nothing herein shall in any way alter,
         impair, or modify the Agreement.

                 5.       This Amendment may be executed by the parties hereto
         in counterparts and by telecopy, each of which shall be deemed to
         constitute an original and all of which together shall constitute one
         and the same instrument.





                                       3

<PAGE>   4
                 IN WITNESS WHEREOF, the parties hereto, by their respective
officers thereunto duly authorized, have executed this Agreement as of the date
first written above.

                                        AIR PARTNERS II, L.P.
                                        
                                        By:  TPG Genpar, L.P.
                                        By:  TPG Advisors, Inc.
                                        
                                        
                                        By:   /s/ Richard P. Schifter
                                             -----------------------------------
                                             Name:
                                             Title:
                                        
                                        TPG PARTNERS, L.P.
                                        
                                        By:  TPG Genpar, L.P.
                                        By:  TPG Advisors, Inc.
                                        
                                        
                                        By:   /s/ Richard P. Schifter
                                             -----------------------------------
                                             Name:
                                             Title:
                                        
                                        TPG PARALLEL I, L.P.
                                        
                                        By:  TPG Genpar, L.P.
                                        By:  TPG Advisors, Inc.
                                        
                                        
                                        By:   /s/ Richard P. Schifter
                                             -----------------------------------
                                             Name:
                                             Title:
                                        
                                        CONTINENTAL AIRLINES, INC.
                                        
                                        
                                        By:   /s/ Charles T. Goolsbee
                                             -----------------------------------
                                        Name:  Charles T. Goolsbee
                                        Title: EVP Corporate Affairs
                                        
                                        MESA AIRLINES, INC.
                                        
                                        
                                        By:   /s/ Larry L. Risley
                                             -----------------------------------
                                        Name:  Larry L. Risley
                                        Title: Chairman,President, CEO





                                       4

<PAGE>   5
                                        GPA GROUP plc
                                        
                                        
                                        By:   /s/ Michael Walsh  
                                           -----------------------------------
                                        Name:   Michael Walsh
                                        Title:  Vice President - Legal
                                        
                                         /s/ Robert A. Ewert    
                                        --------------------------------------
                                        Robert A. Ewert,
                                        Stockholder Representative
                                        
                                        
                                         /s/ David T. Obergfell  
                                        --------------------------------------
                                        David T. Obergfell,
                                        Stockholder Representative
                                        
                                        
                                         /s/ William A. Franke   
                                        --------------------------------------
                                        William A. Franke,
                                        Stockholder Representative
                                        
                                        
                                        
                                        AMERICA WEST AIRLINES, INC.
                                        
                                        
                                         /s/ William A. Franke   
                                        --------------------------------------
                                        Name:
                                        Title:





                                       5



<PAGE>   1
                                                                       EXHIBIT 2



                      FIRST AMENDMENT TO VOTING AGREEMENT

                 THIS FIRST AMENDMENT TO VOTING AGREEMENT (this "Amendment"),
is entered into as of September 6, 1994 by and among Air Partners II, L.P., a
Texas limited partnership, TPG Partners, L.P., a Texas limited partnership, TPG
Parallel I, L.P., a Texas limited partnership, Continental Airlines, Inc., a
Delaware corporation, and GPA Group plc, an Irish public limited company
("GPA").

                                    RECITALS

                 WHEREAS, Amwest Partners, L.P. a Texas limited partnership
("AmWest"), and GPA entered into that certain Voting Agreement, dated as of
August 25, 1994 (the "Voting Agreement");

                 WHEREAS, AmWest was dissolved by operation of that certain
Termination Agreement dated as of August 25, 1994, by and among its general and
limited partners (the "Termination Agreement");

                 WHEREAS, Amwest's obligations under the Agreement have been
collectively assumed by TPG Partners, L.P., TPG Parallel I, L.P., Air Partners
II, L.P. and Continental Airlines, Inc. and their respective Affiliates in
accordance with the Termination Agreement, the Voting Agreement and that
certain Letter Agreement dated as of August 25, 1994 delivered pursuant to
Section 3(a) of the Voting Agreement; and

                 WHEREAS, the parties to the Voting Agreement desire to amend

the Voting Agreement in order to clarify the meaning of the parenthetical "(on
a fully diluted basis)" as used therein.

                 NOW, THREFORE, in consideration of the premises herein and
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree as follows:

                 1.       The Voting Agreement is hereby amended by inserting
at the end of Section 1 thereof the following new paragraph:

         "As used herein, the parenthetical "(on a fully diluted basis)" shall
         mean that the determination of percentage of voting equity securities
         modified by such parenthetical shall be made (i) as if the 10,384,615
         warrants to purchase shares of Class B common stock of AWA issued upon
         consummation of the Plan shall have been exercised for 10,384,615
         shares of Class B common stock of AWA as of the date that such
         determination is made, and (ii) excluding from such determination the
         potential dilutive effect of any





                                       1

<PAGE>   2
         warrants, options or rights relating to Voting Securities or nonvoting
         equity securities convertible directly or indirectly into Voting
         Securities issued subsequent and unrelated to the consummation of the
         Plan (collectively referred to herein as "Post Plan Convertible
         Securities") Neither the use of the parenthetical "(on a fully diluted
         basis)" nor any determination of percentage of Voting Securities
         modified by such parenthetical shall be deemed to limit AWA's ability
         to issue securities and, subject to the provisions of Clause (ii) of
         the immediately preceding sentence, any securities so issued
         (including, without limitation upon exercise of or in exchange for any
         Post Plan Convertible Security) shall be included for purposes of any
         calculation of ownership interests provided for in this Agreement.

                 2.       All capitalized terms used herein that are not
defined herein shall be given the meaning given the meaning given to them in
the Agreement.

                 3.       Except as specifically modified by this Amendment,
(a) the terms, conditions, and covenants set forth in the Agreement are hereby
ratified and confirmed by the parties hereto and are in full force and effect
and (b) nothing herein shall in any way alter, impair, or modify the Agreement.

                 4.       This Amendment may be executed by the parties hereto
in counterparts and by telecopy, each of which shall be deemed to constitute an
original and all of which together shall constitute one and the same
instrument.





                                       2

<PAGE>   3
                 IN WITNESS WHEREOF, the parties hereto, by their respective
officers thereunto duly authorized, have executed this Agreement as of the date
first written above.

                                        AIR PARTNERS II, L.P.
                                        
                                        By:  TPG Genpar, L.P.
                                        By:  TPG Advisors, Inc.
                                        
                                        
                                        By:   /s/ Richard P. Schifter
                                             -----------------------------------
                                             Name:
                                             Title:
                                        
                                        TPG PARTNERS, L.P.
                                        
                                        By:  TPG Genpar, L.P.
                                        By:  TPG Advisors, Inc.
                                        
                                        
                                        By:   /s/ Richard P. Schifter
                                             -----------------------------------
                                             Name:
                                             Title:
                                        
                                        TPG PARALLEL I, L.P.
                                        
                                        By:  TPG Genpar, L.P.
                                        By:  TPG Advisors, Inc.
                                        
                                        
                                        By:   /s/ Richard P. Schifter
                                             -----------------------------------
                                             Name:
                                             Title:
                                        
                                        CONTINENTAL AIRLINES, INC.
                                        
                                        
                                        By:   /s/ Charles T. Goolsbee
                                             -----------------------------------
                                        Name:  Charles T. Goolsbee
                                        Title: EVP Corporate Affairs





                                       3

<PAGE>   4
                                        GPA GROUP plc
                                        
                                        
                                        By:   /s/ Michael Walsh  
                                             -----------------------------------
                                        Name:   Michael Walsh
                                        Title:  Vice President - Legal





                                       4