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):  November 29,
                              2004

                           FLYi, Inc.
       (Exact Name of Registrant as Specified in Charter)

            Delaware                 0-21976            13-3621051

        State or Other           Commission File       IRS Employer
       Jurisdiction of                Number         Identification
        Incorporation                                   Number


     45200 Business Court, Dulles, VA                20166
     (Address of Principal Executive Offices)     (Zip Code)


 Registrant's telephone number, including area code:
                               (703) 650-6000


                               N/A
  (Former Name or Former Address, if Changed Since Last Report)

Item 1.01.     Modification of a material contract

On  November 29, 2004 the Company entered into an agreement  with
Bombardier  to further amend its aircraft purchase  agreement  to
address   the   approximately  $38.8  million  on  deposit   with
Bombardier for aircraft orders.  Under the revised agreement, the
Company  has applied these deposits and progress payments against
the  outstanding debt owed to an affiliate of Bombardier  on  two
CRJs  delivered  in  October 2003 and against  other  outstanding
amounts   owed  to  Bombardier  or  its  affiliates.   Bombardier
continues  to  hold  $3.4 million as deposits for  the  Company's
commitment  for  34 undelivered CRJs.  The Company's  commitments
toward   these  aircraft  continue  to  be  subject  to   certain
conditions.  In the event these conditions are not satisfied  and
not  waived  by  the  Company by April 15,  2005,  the  remaining
deposits  would be applied  at  that time  toward any outstanding
amounts  then  owed  to  Bombardier, with  the  remainder  to  be
refunded in cash to the Company.

This  agreement  is  part of the Company's  on-going  efforts  to
address  liquidity.  Discussions continue with other lessors  and
lenders  to  restructure other agreements to  improve  liquidity.
This  Report on Form 8-K contains forward-looking statements  and
information  that is based on management's current  expectations.
These statements are made as of December 3, 2004, and the Company
undertakes no obligation to update its disclosures, whether as  a
result  of  developments in its efforts, or as a  result  of  any
other  new  information, future events, changed  expectations  or
otherwise,  prior to its next required filing with the Securities
and  Exchange  Commission.  Such forward-looking  statements  are
subject  to  risks, uncertainties, assumptions and other  factors
that may cause the actual results of the Company to be materially
different   from   those   reflected  in   such   forward-looking
statements.  Such risks and uncertainties include, among  others:
the  ability of the Company to successfully complete negotiations
with  its  various  lessors to reduce and/or defer  its  aircraft
lease   and  loan  payments;  the  ability  of  the  Company   to
effectively  implement its low-fare business  strategy  utilizing
regional jets and Airbus aircraft, and to compete effectively  as
a low-fare carrier, including passenger response to the Company's
new  service,  and the response of competitors  with  respect  to
service  levels and fares in markets served by the  Company;  the
effects  of  high  fuel  prices on the Company;  the  ability  to
successfully and timely complete the acquisition of,  and  secure
financing  of, its Airbus aircraft, and to successfully integrate
these  aircraft  into  its fleet; the ability  to  implement  its
assignment to Delta of leases for 30 of the 328JET aircraft  that
had  been used in the Company's Delta Connection operations;  the
possibility  that  the Company will remain  obligated  under  the
leases for 328JET aircraft to be assigned to Delta, and would  be
obligated  to fulfill these obligations should Delta  default  at
any  time prior to the expiration of the leases; unexpected costs
or  procedural  complications  arising  from  the  insolvency  of
Fairchild Dornier GmbH, the manufacturer and equity owner of  the
328JETs;  the ability to successfully remarket or otherwise  make
satisfactory  arrangements for its J-41 aircraft  and  for  three
328JET   aircraft  not  assigned  to  Delta;   the   ability   to
successfully  hire, train and retain employees;  the  ability  to
reach  agreement  with AMFA and AFA-CWA on mutually  satisfactory
contracts; the ability of government agencies involved in airport
operations  to  handle  the  increased  number  of  flights   and
passengers at Washington Dulles without interference with airline
operations;  the ongoing deterioration in the industry's  revenue
environment; and general economic and industry conditions, any of
which may impact the Company, its aircraft manufacturers and  its
other suppliers in ways that the Company is not currently able to
predict.   Certain of these and other risk factors are more fully
disclosed   under  "Management's  Discussion  and   Analysis   of
Financial  Condition and Results of Operations" in the  Company's
Annual  Report on Form 10-K for the year ended December 31,  2003
and its Quarterly Report Form 10-Q for the period ended September
30, 2004.








                            SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has caused this current report to be signed
on its behalf by the undersigned hereunto duly authorized.

                              FLYi, Inc.




Date:  December 3, 2004            By:  /S/ David W. Asai
                                   David W. Asai
                                   Vice President and Chief
                                   Accounting Officer