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* PAR INVESTMENT PARTNERS LP (Last) (First) (Middle) ONE INTERNATIONAL PLACE, SUITE 2400 (Street) BOSTON MA 02110 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 03/02/2009	3. Issuer Name and Ticker or Trading Symbol AIRTRAN HOLDINGS INC [ aai ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X 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	11,500,000	D(1)
Common Stock	11,500,000	I	footnote(2)
Common Stock	11,500,000	I	footnote(3)

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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
5.5% Convertible Senior Notes due 2015	04/30/2008	04/15/2015	Common Stock	651,041	$260.4167	D(1)
5.5% Convertible Senior Notes due 2015	04/30/2008	04/15/2015	Common Stock	651,041	$260.4167	I	footnote(2)
5.5% Convertible Senior Notes due 2015	04/30/2008	04/15/2015	Common Stock	651,041	$260.4167	I	footnote(3)

1. Name and Address of Reporting Person* PAR INVESTMENT PARTNERS LP (Last) (First) (Middle) ONE INTERNATIONAL PLACE, SUITE 2400 (Street) BOSTON MA 02110 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* PAR Group, L.P. (Last) (First) (Middle) ONE INTERNATIONAL PLACE SUITE 2401 (Street) BOSTON MA 02110 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* PAR CAPITAL MANAGEMENT INC (Last) (First) (Middle) ONE INTERNATIONAL PLACE SUITE 2401 (Street) BOSTON MA 02110 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. These securities are held directly by PAR Investment Partners, L.P. ("PIP").

2. These securities are held directly by PIP. PAR Group, L.P. ("PAR Group") is the general partner of PIP. PAR Group disclaims beneficial ownership of these securities except to the extent of the pecuniary interest, if any, in such securities as a result of PAR Group's general partner interest in PIP and contingent right to a performance based fee.

3. These securities are held directly by PIP. PAR Capital Management, Inc. ("PCM") is the general partner of PAR Group, which is the general partner of PIP. PCM disclaims beneficial ownership of these securities except to the extent of the pecuniary interest, if any, in such securities as a result of PCMs general partner interest in PAR Group.

	Gina DiMento, General Counsel & Vice President	03/04/2009
	** 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).
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