UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 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) February 3, 2005

                               ATA Holdings Corp.
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             (Exact Name of Registrant as Specified in Its Charter)

                                     Indiana
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                 (State or Other Jurisdiction of Incorporation)

     000-21642                                    35-1617970
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 (Commission File Number)               (IRS Employer Identification No.)

       7337 West Washington Street
          Indianapolis, Indiana                       46231
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Address of Principal Executive Offices)             (Zip Code)

                                 (317) 247-4000
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              (Registrant's Telephone Number, Including Area Code)

                                 Not Applicable
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          (Former Name or Former Address, if Changed Since Last Report)

     Check the  appropriate  box below if the Form 8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

     |_| Written  communications  pursuant to Rule 425 under the  Securities Act
(17 CFR 230.425)

     |_| Soliciting  material pursuant to Rule 14a-12 under the Exchange Act (17
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     |_|  Pre-commencement  communications  pursuant to Rule 14d-2(b)  under the
Exchange Act (17 CFR 240.14d-2(b))

     |_|  Pre-commencement  communications  pursuant to Rule 13e-4(c)  under the
Exchange Act (17 CFR 240.13e-4(c))





Item 1.01. Entry Into a Material Definitive Agreement.

     On December 23, 2004,  ATA Holdings  Corp.  (the  "Company")  and Southwest
Airlines  Co.  ("Southwest")  executed  a document  entitled  "Bid  Proposal  to
Purchase  From,  Provide a DIP Facility and Exit Facility To, and Codeshare With
ATA  Holdings  Corp."  which  was  dated  as of  December  22,  2004  (the  "Bid
Proposal"),  by which  Southwest  agreed,  among  other  things,  to provide the
Company's subsidiary,  ATA Airlines,  Inc. ("ATA"), with a  debtor-in-possession
loan facility of up to $47 million. As required by the Bid Proposal, on December
23, 2004, ATA and Southwest entered into a Secured  Debtor-In-Possession  Credit
and Security  Agreement  dated as of December 22, 2004 (the "DIP Facility") that
provides up to $40 million in cash to ATA plus a guaranty by  Southwest of up to
$7  million.  During  the term of the DIP  Facility,  ATA is  subject to certain
financial covenants.

     On  February  3,  2005,  Southwest  and the  Company  entered  into a First
Amendment  to  Credit  Agreement  (the  "First  Amendment").   Under  the  First
Amendment,  the DIP  Facility  was amended by  changing  the date upon which the
Minimum Consolidated  EBITDARR and Minimum Adjusted EBITDARR financial covenants
would be effective from January 1, 2005, to February 1, 2005.

     The First  Amendment  was subject to the consent of the ATSB and  Creditors
Committee,  both of which have consented to the First  Amendment.  The effective
date of the First Amendment was January 30, 2005.  Without the First  Amendment,
the Company  would not have  complied  with the  financial  covenants in the DIP
Facility.

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                                   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: February 9, 2005        By: /s/ Brian T. Hunt
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                             Name:  Brian T. Hunt
                             Title: Senior Vice President & General Counsel