8-K

                                  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) May 26, 2005

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

                                     Indiana
- --------------------------------------------------------------------------------
                 (State or Other Jurisdiction of Incorporation)

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

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

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

                                 Not Applicable
- --------------------------------------------------------------------------------
         (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
CFR 240.14a-12)

     |_| 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.

See Item  5.02 for a  description  of a  Material  Definitive  Agreement,  which
description is incorporated in this Item 1.01 by this reference.

Item 5.02. Departure of Directors or Principal Officers;  Election of Directors;
Appointment of Principal Officers.

On May 26, 2005, ATA Holdings Corp. (the "Company")  appointed Francis J. Conway
as Chief  Financial  Officer.  Mr.  Conway is a Managing  Director  of  Navigant
Capital Advisors LLC ("Navigant") and leads the firm's  restructuring  practice.
Prior to joining  Navigant,  Mr. Conway served as the National  Managing Partner
for Deloitte & Touche's Reorganization Services Group. Prior to joining Deloitte
&  Touche,  Mr.  Conway  was a  Managing  Director  with  KPMG and a First  Vice
President with Lehman Brothers,  Inc. A Certified Public Accountant,  Mr. Conway
received a Bachelor of Science Degree in Accounting and Management from New York
University.

The Company has agreed to enter into an agreement with Navigant  effective as of
May 18, 2005,  that  provides  for Mr.  Conway to serve as the  Company's  Chief
Financial  Officer on an interim basis.  Navigant  shall be compensated  for Mr.
Conway's  services in the amount of  $90,000.00  per month for the initial three
and one half (3 1/2) months of his  service as interim  CFO.  Navigant  shall be
paid  $75,000.00  for  each  month  thereafter,  and  shall be  eligible  for an
additional  $15,000.00  per month if certain  milestones in connection  with the
Company's reorganization activities are achieved. Either the Company or Navigant
may terminate the engagement at any time. The agreement with Navigant is subject
to Bankruptcy Court approval.

Also on May 26, 2005, Gilbert Viets resigned from his position as Executive Vice
President  and  Chief  Financial  Officer,  and has  accepted  the  position  of
Assistant  to the  Chairman.  Among  Mr.  Viets'  responsibilities  will  be the
potential  sale of the  assets of  Ambassadair  Travel  Club,  Inc.,  one of the
Company's subsidiaries.

On May 23, 2005, the Company  appointed  Subodh Karnik to the position of Senior
Vice President and Chief Commercial  Officer.  The Company delayed filing a Form
8-K concerning Mr. Karnik pending the public  announcement made in Exhibit 99 to
this Report.



Mr.  Karnik was  previously  employed by Delta Air Lines,  most  recently as its
Senior Vice President - Marketing  Planning from 2001 to 2004.  Prior to joining
Delta,  Mr.  Karnik  was Staff  Vice  President  -  International  Finance  with
Continental Airlines and Director - Marketing Alliances with Northwest Airlines.
Mr. Karnik received a Bachelor of Science Degree in Mechanical  Engineering from
Birla  (India)  Institute  of  Technology  and  Sciences  and  an MBA  from  the
University of Michigan. Mr. Karnik's annual compensation will be $270,000.00.

On June 2, 2005, the Company issued a press release  relating to these and other
management changes. A copy of the press release is attached hereto as Exhibit 99
and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

        (c) Exhibits

              99  Press Release, dated June 2, 2005.




                                   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:  June 2, 2005               By:   /s/ Brian T. Hunt
                                       ------------------------
                                  Name: Brian T. Hunt
                                  Title: Senior Vice President & General Counsel

EX-99

                                                   Media Contact: Roxanne Butler
                                                                  (317) 282-2659
                                                      Roxanne.Butler@iflyata.com


 ATA Holdings Announces Appointments of Interim Chief Financial Officer
                         and Chief Commercial Officer

         Names Francis J. Conway as Interim Chief Financial Officer and
       Subodh Karnik as Senior Vice President and Chief Commercial Officer



INDIANAPOLIS,  June 2, 2005--ATA  Holdings Corp. (ATAHQ) announced today changes
in its  leadership  team with the naming of Francis J. Conway to the position of
Interim  Chief  Financial  Officer  (CFO).   Conway's  experience  working  with
financially  distressed  companies,  both from the perspective of an officer and
director,  as well as an advisor to such entities,  is in excess of 20 years and
involves dozens of transactions. With regard to his position at ATA, 47-year-old
Conway will serve as the CFO on a fully  dedicated  basis and will work  closely
with ATA's  leadership  team as the Company  continues its efforts to reorganize
its operations under the protection of the U.S. Bankruptcy Code.

Conway is a Managing Director with Navigant Capital Advisors, LLC, the dedicated
corporate finance advisory business of Navigant Consulting,  Inc.  ("Navigant").
Navigant is a specialized,  independent  consulting firm that provides  advisory
services to a broad  constituency of clients  throughout the U.S. and abroad. At
Navigant,   Conway  leads  the  firm's  restructuring  practice.  Conway  brings
significant  aviation  industry  experience to this role,  including  serving as
financial advisor to scheduled  carriers as well as an officer and director with
several  aircraft leasing  entities.  Conway has been appointed as an officer of
ATA Holdings by its Board of  Directors,  and a retention  motion has been filed
with the U.S. Bankruptcy Court.

Prior to assuming  his role at  Navigant  in late 2004,  Conway was a Partner at
Deloitte & Touche  where he served as National  Managing  Partner for Deloitte &
Touche's Reorganization Services Group. Prior leadership roles included Managing
Director and Regional  Practice Leader of the Corporate  Recovery Group of KPMG,
and First  Vice  President  at Lehman  Brothers,  where  Conway  specialized  in


workouts and restructurings involving equity investments made by Lehman clients,
as well as the financial  restructuring of certain merchant banking  investments
made by Lehman and  predecessor  firms.  ATA's new CFO  graduated  from New York
University with a Bachelor of Science Degree in Accounting and Management and is
a Certified Public Accountant.

Conway  replaces ATA's CFO,  Gilbert Viets,  who will remain with the Company as
Assistant to the Chairman and as a member of the Board of Directors.  Viets will
work on several projects,  including the sale of the Company's subsidiary travel
club, Ambassadair.

George Mikelsons, CEO of ATA Holdings Corp., said, "We thank Gil for his
tireless efforts during the past months and for leading ATA's reorganization to
this point. We welcome Frank to the ATA leadership team as we pursue a
sustainable restructuring of our operations and financial affairs, allowing the
Company to ultimately emerge from bankruptcy protection."

ATA also announced the appointment of Subodh Karnik to Senior Vice President and
Chief Commercial Officer (CCO). He will oversee all  revenue-related  functions,
including  sales,  marketing,  market  planning,  pricing,  revenue  management,
e-commerce and distribution.

"Subodh brings a wealth of airline experience to ATA," said John Denison, CEO of
ATA Airlines.  "We are counting on Subodh to help ATA return to profitability in
the not too  distant  future.  Our  Company  is  fortunate  to have been able to
attract Subodh to become a member of the leadership team."

Karnik has 15 years of airline industry  experience.  His career includes a wide
range of  leadership  positions  at three major  carriers,  including  Delta Air
Lines,  where he was Senior Vice  President  of Marketing  Planning  after first
serving as Vice President, Finance for Corporate Development, Fleet Planning and
International;  Continental  Airlines,  where he was  Staff  Vice  President  of
International Finance, CFO of subsidiary Continental Micronesia and board member
of COPA  Airlines;  and Northwest  Airlines,  where he had  responsibilities  in
alliances, international sales, revenue management and strategic planning.

Karnik is a native of Mumbai,  India and graduated  from the Birla  Institute of
Technology and Science and the University of Michigan Ross School of Business.



ATA also announces a new Managing  Director of Market Planning with the addition
of Mark Suman.  Suman was the co-founder of Las  Vegas-based  National  Airlines
where he served as Senior Vice  President of Strategic  Planning and oversaw all
aspects of passenger revenue generation.

"We welcome Mark Suman's  market  planning  expertise  and ability to profitably
allocate aircraft across the ATA network," said Stan Hula, ATA's Vice President,
Planning.

Suman's  experience  includes the  successful  implementation  of America West's
codeshare  with  Continental  Airlines  while he was Senior  Director  of Market
Planning for America West. Prior to his airline career, Suman was Vice President
of Kurth & Co, Inc. and a transportation analyst for the Civil Aeronautics Board
prior to  deregulation  of the airline  industry.  He graduated from  Wittenberg
University with Bachelor Degrees in economics and political science.

ATA Airlines,  now in its 32nd year of operation,  offers  dependable,  easy and
affordable  travel to 30  destinations.  ATA serves major  business  centers and
popular leisure  destinations,  including Hawaii.  For more  information,  visit
ata.com.


                                      ####