SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

ADDISON CHARLES H J

(Last)

(First)

(Middle)

HLH BUILDING

101 WORLD DRIVE

(Street)

PEACHTREE CITY

30269

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
WORLD AIR HOLDINGS, INC. [ WLDA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Senior V.P. Operational Suppor

3. Date of Earliest Transaction (Month/Day/Year)
05/12/2005

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/12/2005		M		12,300	A	$1.25	12,300	D
Common Stock	05/12/2005		S		5,900	D	$8.0159	6,400	D
Common Stock	05/12/2005		S		6,400	D	$8	0	D
Common Stock								211.609	I	World Airways, Inc 401k

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option Right to Buy	$1.25	05/12/2005		M		12,300		⁽¹⁾	05/31/2010	Common Stock	12,300	$1.25	76,500	D
Employee Stock Option Right to Buy	$6.75							⁽²⁾	12/22/2005	Common Stock	12,000		12,000	D
Employee Stock Option Right to Buy	$0.69							⁽³⁾	12/29/2008	Common Stock	1,200		1,200	D
Employee Stock Option Right to Buy	$0.84							⁽⁴⁾	02/12/2011	Common Stock	24,600		24,600	D

Explanation of Responses:

1. Mr. Addison was granted 100,000 options on 6/1/2002 of which 88,800 remain outstanding. 58,800 are vested and currently exercisable. 30,000 will vest on 5/31/2005.

2. For informational purposes only; Mr. Addison holds 12,000 options that have all vested as of this date.

3. For informational purposes only, Mr. Addison was granted 15,000 options on 10/30/2000 of which 1,200 remain outstanding and are fully vested.

4. For informational purposes only; Mr. Addison was granted 50,000 options on 2/13/2003 of which 24,600 remain outstanding; 9,600 are vested and the remaining 15,000 shares vest on February 13, 2006.

Remarks:

	Charles H. J. Addison /s/ Mark M. McMilin, Attorney in Fact	05/13/2005
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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