- --------------------------------------------------------------------------------


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

- --------------------------------------------------------------------------------


                                    FORM 8-K

                                 CURRENT REPORT

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


- --------------------------------------------------------------------------------

          Date of Report (Date of earliest event reported): May 6, 2004

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

- --------------------------------------------------------------------------------

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


- --------------------------------------------------------------------------------

                           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)

- --------------------------------------------------------------------------------






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.
will take a non-operating  charge associated with the bond exchange in the first
quarter results for 2004.

ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS

(C) Exhibits.

    99.1 Press Release dated May 6, 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: May 6, 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 May 6, 2004





               ATA Holdings Corp. Will Take a Non-operating Charge
         Associated with Bond Exchange in First Quarter Results for 2004


INDIANAPOLIS,  May 6, 2004--ATA Holdings Corp.,  parent Company of ATA Airlines,
Inc.  (NASDAQ:  ATAH),  today  announced a  non-operating  charge to earnings of
approximately $27 million associated with its bond exchange in the first quarter
of  2004.  The  charge  relates  specifically  to the  accounting  for the  cash
consideration  paid at closing of the exchange and the incremental  notes issued
during the  exchange.  In  announcing  the charge,  David Wing,  Executive  Vice
President and Chief Financial Officer said, "The costs, economics and cash flows
of the exchange  transactions  are unchanged and unaffected.  Only the timing of
when certain costs will be expensed is affected.  Recognizing these charges this
quarter  instead of deferring  them,  of course,  means future  expenses will be
less."


As previously  announced,  on January 30, 2004, ATA Holdings Corp.  successfully
completed  offers to exchange (the "Exchange  Offers") newly issued Senior Notes
due 2009 (the "2009 Notes") and cash consideration for its 10 1/2 percent Senior
Notes  due 2004  (the  "2004  Notes")  and newly  issued  Senior  Notes due 2010
(together with the 2009 Notes, the "New Notes") and cash  consideration  for its
9? percent  Senior Notes due 2005 (the "2005 Notes" and,  together with the 2004
Notes, the "Existing  Notes").  In completing the Exchange  Offers,  the Company
accepted all Existing  Notes  tendered for  exchange,  issuing  $163,064,000  in
aggregate  principal  amount of 2009 Notes and  delivering  $15,885,476  in cash
(which  amount  included  accrued  interest)  in exchange  for  $155,310,000  in
aggregate  principal  amount of 2004 Notes tendered and issuing  $110,233,000 in
aggregate  principal  amount of 2010  Notes and  delivering  $6,524,721  in cash
(which  amount  included  accrued  interest)  in exchange  for  $104,995,000  in
aggregate principal amount of 2005 Notes tendered,  pursuant to the terms of the
Exchange Offers.  In addition to the New Notes issued,  $19,690,000 in aggregate
principal amount of the 2004 Notes and $20,005,000 in aggregate principal amount
of the 2005  Notes  remain  outstanding  after the  completion  of the  Exchange
Offers.


The  Company and its  auditors,  Ernst & Young,  had  initially  determined  the
transaction  should be accounted for as a "troubled debt  restructuring."  These
determinations  were based on  conclusions of the Company and Ernst & Young that
the  restructuring  resulted  from  financial  difficulties  experienced  by the
Company,  and that  bondholders  had granted  concessions  to the Company in the
exchange.  These criteria are specified in Financial  Accounting Standards Board
(FASB) Emerging Issues Task Force Issue No. 02-4 "Determining Whether a Debtor's
Modification  or  Exchange  of Debt  Instruments  is  Within  the  Scope of FASB
Statement No. 15",  which provides  interpretive  guidance on FASB Statement No.
15, "Accounting by Debtors and Creditors for Troubled Debt  Restructurings" (FAS
15).  Following FAS 15, the Company  would have recorded the cash  consideration
paid at closing and the incremental notes issued at closing on the balance sheet
as a bond  discount to be amortized to expense  ratably over the term of the New
Notes.


The Company, with assistance of Ernst & Young,  voluntarily sought, prior to the
announcement  of  its  first  quarter  results,   confirmation  of  its  planned
accounting from the Securities and Exchange Commission (SEC). Yesterday, the SEC
informed the Company that it interprets the accounting guidance differently, and
concluded the transaction is not a "troubled debt restructuring." As a result of
the SEC's  determination,  ATA Holdings Corp. will report a non-operating charge
of approximately $27 million  associated with the bond exchange,  accounting for
it as an extinguishment of debt.

ATA Holdings Corp. has scheduled to release its first quarter  results on May 7,
2004. A conference call will be held at 1:00 PM Eastern Time on that date with a
webcast of the live event on ata.com.

Now  celebrating  its 31st year of  operation,  ATA is the nation's 10th largest
passenger  carrier  (based on revenue  passenger  miles) and one of the nation's
largest low fare carriers. ATA has the youngest, most fuel-efficient fleet among
the major  carriers,  featuring  new Boeing  737-800 and 757-300  aircraft.  The
airline operates  significant  scheduled  service from  Chicago-Midway,  Hawaii,
Indianapolis,  New York  and San  Francisco  to over 40  business  and  vacation
destinations.  Stock of the  Company's  parent  Company,  ATA Holdings  Corp. is
traded on Nasdaq Stock Exchange  under the symbol  "ATAH." For more  information
about the Company, visit the web site at www.ata.com.


Caution  Concerning  Forward-Looking  Statements:  This  communication  contains
certain "forward-looking statements." These statements are based on ATA Holdings
Corp.'s   management's   current  expectations  and  are  naturally  subject  to
uncertainty  and changes in  circumstances.  Except to the extent required under
the federal  securities  laws, ATA Holdings Corp. is not under any obligation to
(and  expressly   disclaims  any  such   obligation  to)  update  or  alter  its
forward-looking statements whether as a result of new information, future events
or otherwise.


                                                                  ###