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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): August 30, 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 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
           Standard; Transfer of Listing.

ATA Holdings  Corp.,  the parent  company of ATA Airlines Inc. (the  "Company"),
received a letter from Nasdaq on August 25, 2004  indicating  that the Company's
common stock has not  maintained a minimum  market value of publicly held shares
("MVPHS") of $15 million as required for continued inclusion by Marketplace Rule
4450(b)(3).  To regain compliance,  the Company's common stock must trade at $15
million or more for 10  consecutive  trading  days.  In  accordance  with Nasdaq
rules,  the Company  will be provided 90 calendar  days,  or until  November 23,
2004,  to regain  compliance.  If it does not do so, the NASDAQ will give notice
that the Company's securities will be delisted.

If the  MVPHS of the  Company's  common  stock  does  not  meet the $15  million
requirement  within 90 calendar  days, it intends to transfer its  securities to
the Nasdaq SmallCap Market by November 23, 2004. This will ensure that the stock
will continue to be traded under the same ticker symbol "ATAH".

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.



                                   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: August 30, 2004               By: /s/ Gilbert F. Viets
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                                    Name: Gilbert F. Viets
                                    Title: Executive Vice President & CFO