Exhibit 99.2


                          AMENDMENT ONE TO AGREEMENT


          This Amendment One to Agreement, dated and effective as of September
1, 2002, is entered into by and among ATA Holdings Corp., an Indiana
corporation ("ATA"), Betaco Ltd., a Grand-Cayman-exempted company ("Owner
#1"), and Betaco, Inc., a Delaware corporation ("Owner #2), (Owner #1 and
Owner #2 collectively known as "Owners").

                                   Recitals

          A. The parties entered into an Agreement dated and effective as of
May 1, 2002 (the "Agreement").

          B. The parties desire to amend the Agreement as set forth below.

                                   Agreement

          NOW, THEREFORE, the parties agree as follows:

          1. The following shall be added to the Agreement as the fourth
paragraph to Section 1 of the Agreement:

          If, in any fiscal year ending on April 30, the salaries of the Crew
     paid by ATA, on an aggregate basis, exceed 75% of the fair market value
     of ATA's use of the Vessels, Owners shall reimburse ATA for that portion
     of the Crew salaries paid by ATA which exceeds the 75% threshold. The
     fair market value of the usage of the Vessels by ATA shall be determined
     by the Internal Audit Department of ATA Holdings Corp. and reviewed by
     Ernst & Young.

          2. The remainder of the Agreement shall remain in full force and
effect.

          IN WITNESS WHEREOF, the parties have executed this Amendment One as
of the date first written above.

                                 ATA HOLDINGS CORP.


                                 By
                                    -------------------------------------
                                    Kenneth K. Wolff
                                    Executive Vice President and
                                    Chief Financial Officer

                                                          BETACO LTD.


                                 By
                                    -------------------------------------
                                    J. George Mikelsons
                                    President

                                 BETACO, INC.


                                 By
                                    -------------------------------------
                                    J. George Mikelsons
                                    President