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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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                                    FORM 8-K

                                 CURRENT REPORT

                       Pursuant to Section 13 or 15 (d) of
                       The Securities Exchange Act of 1934


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       Date of Report (Date of earliest event reported): January 26, 2004

                               ATA Holdings Corp.
             (Exact name of registrant as specified in its charter)

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       Indiana                           000-21642               35-1617970
(State or other jurisdiction     (Commission File Number)     (I.R.S. Employer
   of incorporation)                                      Identification Number)


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                           7337 West Washington Street
                              Indianapolis, Indiana
                                      46231
               (Address of principal executive offices) (zip code)

       Registrant's telephone number, including area code: (317) 247-4000

                                       N/A
          (Former name or former address, if changes since last report)

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ITEM 5. OTHER EVENTS

     Attached hereto, and incorporated  herein by reference in its entirety,  as
Exhibit 99.1 is a copy of a press  release  announcing  that ATA Holdings  Corp.
Expects to Complete  Exchange Offers for 10 1/2 Percent Notes Due 2004 and 9 5/8
Percent Notes Due 2005 on January 30, 2004 and Extends Exchange Offers.

ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS

(C) Exhibits.

    99.1 Press Release dated January 26, 2004.

                                   SIGNATURES

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.

                                       ATA Holdings Corp.

Date: January 27, 2004                 By: /s/ David M. Wing
                                               -------------

                                       Name: David M. Wing
                                       Title: Executive Vice President & CFO

                                  EXHIBIT INDEX

Exhibit No.                Description of the Exhibit

99.1                       Press Release dated January 26, 2004





     ATA Holdings Corp. Announces It Expects to Complete Exchange Offers for
         10 1/2 Percent Notes Due 2004 and 9 5/8 Percent Notes Due 2005 on
                  January 30, 2004 and Extends Exchange Offers


INDIANAPOLIS,  January 26, 2004 - ATA Holdings Corp.  (the  "Company")  (NASDAQ:
ATAH),  the parent company of ATA Airlines,  Inc.  ("ATA"),  today announced the
extension of its offers to exchange (the "Exchange Offers"):

o    newly  issued   Senior   Notes  due  2009  (the  "2009   Notes")  and  cash
     consideration  for any and all of the $175  million  outstanding  principal
     amount of its 10 1/2 percent Senior Notes due 2004 (the "2004 Notes"); and

o    newly issued Senior Notes due 2010 (together with the 2009 Notes,  the "New
     Notes")  and  cash  consideration  for  any  and  all of the  $125  million
     outstanding  principal  amount of its 9 5/8 percent  Senior  Notes due 2005
     (the "2005 Notes" and, together with the 2004 Notes, the "Existing Notes").

As part of the Exchange  Offers,  the Company is also seeking  solicitations  of
consents to amend the indentures under which the Existing Notes were issued. The
Company has extended the  expiration  date of the Exchange  Offers until 5 p.m.,
New York City Time, on January 29, 2004, unless further extended by the Company.

The  Company  expects to  satisfy  all  conditions  to the  Exchange  Offers and
complete the Exchange Offers on January 30, 2004.

Completion of the Exchange  Offers is subject to a number of  conditions.  Among
these  conditions is the condition  (the "Minimum  Tender  Condition")  that the
Company  receive  valid  tenders  representing  at least $255  million,  or 85.0
percent,  in aggregate  principal  amount of Existing Notes  (without  regard to
series).  As of January 26, 2004,  $152,810,000 in aggregate principal amount of
2004 Notes and  $104,995,000  in aggregate  principal  amount of 2005 Notes have
been  tendered in the  Exchange  Offers,  for a total of  $257,805,000,  or 85.9
percent, in aggregate principal amount of Existing Notes tendered.  A portion of
the Existing  Notes were tendered by holders of Existing  Notes who entered into
an agreement  (the  "Lock-Up  Agreement")  with the Company  obligating  them to
tender their  Existing  Notes.  The Lock-Up  Agreement is subject to a number of
conditions  and other terms that,  if  triggered,  would result in these holders
having the right to withdraw  their  tenders.  The Company  expects  that all of
these  conditions  and other  terms will be  satisfied  in  accordance  with the
Lock-Up  Agreement and that these  holders  therefore  will not have  withdrawal
rights. Accordingly, the Minimum Tender Condition is expected to be satisfied.

The Exchange Offers are also subject to the condition that definitive amendments
to several of ATA's aircraft operating leases be completed. The Company believes
that these definitive amendments are complete and only need to be executed.  The
Company expects to execute these definitive amendments on or before the date the
Exchange Offers are completed, thereby satisfying this condition.

The Exchange  Offers are also  conditioned  on receiving  the consent of the Air
Transportation  Stabilization  Board (the "ATSB").  The Company  believes it has
reached an agreement in principle  with the ATSB pursuant to which the ATSB will
provide its consent to the  Exchange  Offers.  The Company has been working with
the ATSB and expects to receive  their  written  consent as required by Exchange
Offers. Accordingly,  the Company expects that it will not extend the expiration
date of the  Exchange  Offers  again  and that it will  complete  the  exchanges
(including the cash payments) and consummate the other transactions contemplated
by the Exchange Offers on Friday, January 30, 2004.

The Company can provide no assurance,  however, that it will receive the consent
of the ATSB or that the  Exchange  Offers will be  completed on January 30 or at
all.  The Company  will  provide an update on the status of this consent and the
Exchange  Offers by means of a press  release when the Company is able to do so.
In the interim,  holders of Existing  Notes who have not tendered their Existing
Notes in the Exchange  Offers may still do so until 5 p.m.,  New York City Time,
on January 29, 2004.

The Exchange  Offers are being made pursuant to the exemption from  registration
provided  by  Section  4(2) of the  Securities  Act of  1933,  as  amended  (the
"Securities  Act").  The New Notes offered in the Exchange  Offers have not been
and will not be registered under the Securities Act or any state securities laws
and may not be offered  or sold in the  United  States  absent  registration  or
applicable  exemption from the  registration  requirements of the Securities Act
and any applicable state  securities laws. This  announcement is not an offer to
exchange,  a solicitation  of an offer to exchange or a solicitation  of tenders
with  respect to any 2004 Notes or 2005  Notes,  nor is this an offer to sell or
the  solicitation  of an offer to buy any New Notes in any  state in which  such
offer, solicitation or sale would be unlawful. ###