SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D. C. 20549

SCHEDULE 13G

AIRTRAN Holdings, Inc.

(Name of Issuer)

Common Stock, $.001 Par Value Per Share

(Title of Class of Securities)

00949P108

(CUSIP Number of Class of Securities)

April 25, 2008

(Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

RULE 13d-1(b)

RULE 13d-1(c)

RULE 13d-1(d)

CUSIP No. 00949P108

Page 2 of 8 Pages


1	Name of Reporting PersonI.R.S. Identification No. of Above Person

	ComVest Investment Partners III, L.P.
2	Check the Appropriate Box if Member of a Group (See Instructions)
		(a) o
		(b) x
3	SEC Use Only


4	Citizenship or Place of Organization:

	Delaware

	5	Sole Voting Power:

		0
Number of	6	Shared Voting Power:
Shares
Beneficially		6,131,458 Shares
Owned by	7	Sole Dispositive Power:
Each Reporting
Person With		0
	8	Shared Dispositive Power:

		6,131,458 Shares

9	Aggregate Amount Beneficially Owned by Each Reporting Person:

	6,131,458 Shares
10	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

		o
11	Percent of Class Represented by Amount in Row (9):

	5.3% of Common Stock
12	Type of Reporting Person (See Instructions)

	OO

CUSIP No. 00949P108

Page 3 of 8 Pages


1	Name of Reporting PersonI.R.S. Identification No. of Above Person

	ComVest III Partners, LLC
2	Check the Appropriate Box if Member of a Group (See Instructions)
		(a) o
		(b) x
3	SEC Use Only


4	Citizenship or Place of Organization:

	Delaware

	5	Sole Voting Power:

		0
Number of	6	Shared Voting Power:
Shares
Beneficially		6,131,458 Shares
Owned by	7	Sole Dispositive Power:
Each Reporting
Person With		0
	8	Shared Dispositive Power:

		6,131,458 Shares

9	Aggregate Amount Beneficially Owned by Each Reporting Person:

	6,131,458 Shares
10	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

		o
11	Percent of Class Represented by Amount in Row (9):

	5.3% of Common Stock
12	Type of Reporting Person (See Instructions)

	OO

CUSIP No. 00949P108

Page 4 of 8 Pages


1	Name of Reporting PersonI.R.S. Identification No. of Above Person

	Robert L. Priddy
2	Check the Appropriate Box if Member of a Group (See Instructions)
		(a) o
		(b) x
3	SEC Use Only


4	Citizenship or Place of Organization:

	Delaware

	5	Sole Voting Power:

		800,000
Number of	6	Shared Voting Power:
Shares
Beneficially		6,131,458 Shares
Owned by	7	Sole Dispositive Power:
Each Reporting
Person With		800,000
	8	Shared Dispositive Power:

		6,131,458 Shares

9	Aggregate Amount Beneficially Owned by Each Reporting Person:

	6,931,458 Shares
10	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

		o
11	Percent of Class Represented by Amount in Row (9):

	5.99% of Common Stock
12	Type of Reporting Person (See Instructions)

	OO

CUSIP No. 00949P108

Page 5 of 8 Pages


1	Name of Reporting PersonI.R.S. Identification No. of Above Person

	Michael S. Falk
2	Check the Appropriate Box if Member of a Group (See Instructions)
		(a) o
		(b) x
3	SEC Use Only


4	Citizenship or Place of Organization:

	Delaware

	5	Sole Voting Power:

		0
Number of	6	Shared Voting Power:
Shares
Beneficially		6,131,458 Shares
Owned by	7	Sole Dispositive Power:
Each Reporting
Person With		0
	8	Shared Dispositive Power:

		6,131,458 Shares

9	Aggregate Amount Beneficially Owned by Each Reporting Person:

	6,131,458 Shares
10	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

		o
11	Percent of Class Represented by Amount in Row (9):

	5.3% of Common Stock
12	Type of Reporting Person (See Instructions)

	IN

CUSIP No. 00949P108

Page 6 of 8 Pages

ITEM 1(a). Name of Issuer:

AIRTRAN Holdings, Inc..

ITEM 1(b). Address of Issuer's Principal Executive Offices:

9955 Airtran Blvd., Orlando, Florida 32827

ITEM 2(a). Names of Persons Filing:

ComVest Investment Partners III, L.P. ("ComVest")

ComVest III Partners, LLC ("LLC")

Robert L. Priddy

Michael S. Falk

ITEM 2(b). Address of Principal Business Office or, if None, Residence:

One North Clematis Street, Suite 300, West Palm Beach, Florida 33401

ITEM 2(c). Citizenship:

Each of ComVest and LLC are Delaware entities.

Each of Robert L. Priddy and Michael S. Falk are U.S. citizens.

ITEM 2(d). Title of Class of Securities:

Common Stock, $.001 Par Value Per Share

ITEM 2(e). CUSIP Number: 00949P108

ITEM 3. If this Statement is filed pursuant to Rules 13d-1(b) or 13d-2(b) or (c), check whether the person filing is:

This Statement is being filed pursuant to Rule 13d-1(c).

ITEM 4. Ownership:

(a) Amount beneficially owned by all reporting persons: 6,931,458 Shares

CUSIP No. 00949P108

Page 7 of 8 Pages

(b) Percent of class: 5.99% of Common Stock

(i)

sole power to vote or to direct the vote: 800,000 Shares

(ii)

shared power to vote or to direct the vote: 6,131,458 Shares

(iii)

sole power to dispose or to direct the disposition: 800,000 Shares

(iv)

shared power to dispose or to direct the disposition: 6,131,458 Shares

ITEM 5. Ownership of five percent or less of a class.

If this statement is being filed to reflect the fact that as of the date hereof the reporting person has ceased to be the owner of more than five percent of the class of securities, check the following: [ ].

ITEM 6. Ownership of more than five percent on behalf of another person.

Not applicable.

ITEM 7. Identification and classification of the subsidiary which acquired the security being reported on by the parent holding company.

Not applicable.

ITEM 8. Identification and classification of members of the group.

The reporting persons are a group for purposes of filing this Schedule 13G. See Exhibit 1 attached hereto.

ITEM 9. Notice of dissolution of group.

Not applicable.

ITEM 10. Certifications.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection or as a participant in any transaction having that purpose or effect.

CUSIP No. 00949P108

Page 8 of 8 Pages

SIGNATURE

After reasonable inquiry, and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: May 5, 2008


	ComVest Investment Partners III, LP

	By:	ComVest III Partners, LLC,
		its general partner



	By:	/s/ Cecilio M. Rodriguez
		Cecilio M. Rodriguez, CFO


	ComVest III Partners, LLC

	By:	/s/ Cecilio M. Rodriguez
		Name: Cecilio M. Rodriguez
		Title: Treasurer



	By:	/s/ Michael S. Falk
		Michael S. Falk, individually



	By:	/s/ Robert L. Priddy
		Robert L. Priddy, individually

Exhibit 1

The name of the Reporting Person is ComVest Investment Partners III, LP, a Delaware limited partnership (“ComVest”). ComVest III Partners, LLC is a Delaware limited liability company and is its general partner. The managing members of ComVest III Partners, LLC are Michael Falk and Robert L. Priddy.

JOINT FILING AGREEMENT

The undersigned hereby consent to the joint filing by any of them of a Statement on Schedule 13G and any amendments thereto, whether heretofore or hereafter filed, relating to the securities of AIRTRAN Holdings, Inc. and hereby affirm that this Schedule 13G is being filed on behalf of each of the undersigned.

Dated: May 5, 2008


	ComVest Investment Partners III, LP

	By:	ComVest III Partners, LLC,
		its general partner



	By:	/s/ Cecilio M. Rodriguez
		Cecilio M. Rodriguez, CFO


	ComVest III Partners, LLC

	By:	/s/ Cecilio M. Rodriguez
		Name: Cecilio M. Rodriguez
		Title: Treasurer



	By:	/s/ Michael S. Falk
		Michael S. Falk, individually



	By:	/s/ Robert L. Priddy
		Robert L. Priddy, individually