<PAGE>
                                            Registration No. 333-
               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549
                         _______________
                            Form S-8

                     REGISTRATION STATEMENT
                              UNDER
                   THE SECURITIES ACT OF 1933

                         _______________

                           AIR T, INC.
     (Exact name of registrant, as specified in its charter)

        Delaware                                  52-1206400
(State or other jurisdiction of               (I.R.S. Employer)
incorporation or organization)               Identification No.)

                         3524 Airport Road
                   Maiden, North Carolina 28650
                         (704) 377-2109
            (Address of principal executive officers)
                         _______________

                           Air T, Inc.
               1998 Omnibus Securities Award Plan
                    (Full title of the plan)
                         _______________
                         JOHN J. GIOFFRE
                        3524 Airport Road
                 Maiden, North Carolina 28650
             (Name and address of agent for service)
                         (704) 377-2109
  (Telephone number, including area code, of agent for service)
                         _______________
                 CALCULATION OF REGISTRATION FEE

                                  Proposed         Proposed
     Title of        Amount        maximum         maximum         Amount
 securities to be     to be       offering         aggregate         of
    registered       regis-       price per        offering       registra-
                     tered          unit            price          tion fee

Common Stock, $.25  365,000shs.   $3.1875(1)    $1,163,437.50(1)    $343.22
par value (includ-
ing options under
the AirT 1998
Ominbus Securities
Award Plan)

(1)     In  accordance  with Rule 457(h)(1) of Regulation  C,  the
price  for  the shares is computed on the basis of  the  average
high  and  low  prices for Common Shares  on  May  12,  2000  as
reported on the NASDAQ Bulletin Board (OTC).
</page>
<PAGE>

               PART II INFORMATION REQUIRED IN THE
                     REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.

     The  following documents are incorporated by reference  into
this registration statement:

     (a)   The Company's latest annual report on Form 10-K  filed
pursuant to Section 13(a) or 15(d) of the Securities Exchange Act
of  1934 containing financial statements for the Company's latest
fiscal  year  for  which a Form 10-K was required  to  have  been
filed;

     (b)   All  other reports filed pursuant to Section 13(a)  or
15(d) of the Securities Exchange Act of 1934 since the end of the
fiscal  year  covered by the annual report  referred  to  in  (2)
above; and

     (c)    The  description  of  securities  contained  in   the
Corporation's  registration statement filed under the  Securities
Exchange  Act  of  1934 on Form 8-A, including any  amendment  or
report filed for the purpose of updating such description.

     All documents subsequently filed by the Company pursuant  to
Section 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior  to
the  filing  of  a post-effective amendment indicating  that  all
securities offered by this registration statement have been  sold
or  that deregisters all securities then remaining unsold,  shall
be  deemed  to be incorporated by reference into the registration
statement and to be part thereof from the date of filing of  such
documents.

Item 6.   Indemnification of Directors and Officers.

     The  Corporation's  Restated  Certificate  of  Incorporation
contains   certain   provisions  permitted  under   the   General
Corporation  Law  of  Delaware  relating  to  the  liability   of
directors.  These provisions eliminate a director's liability for
monetary  damages  for  a  breach of fiduciary  duty,  except  in
certain circumstances involving wrongful acts such as the  breach
of  a  director's duty of loyalty or acts or omissions  involving
intentional  misconduct  or  a knowing  violation  of  law.   The
Corporation's Restated Certificate of Incorporation also contains
provisions indemnifying the Corporation's directors and  officers
to   the   fullest  extent  permitted  by  the  Delaware  General
Corporation Law.

Item 8.   Exhibits.

Exhibit Number Description

4.1            Air  Transportation  Holding  Company,  Inc.  1998
               Omnibus  Securities  Award Plan  (incorporated  by
               reference  to  Exhibit 10.11 to the  Corporation's
               Quarterly  Report Form 10-Q for the quarter  ended
               June 30, 1998).

4.2            Amendment  No.  1  to  AirT,  Inc.  1998   Omnibus
               Securities Award Plan

5              Opinion of Robinson, Bradshaw & Hinson, P.A.
</page>
<PAGE>

23.1           Consent  of  Robinson,  Bradshaw  &  Hinson,  P.A.
               (contained in Exhibit 5)

23.2           Consent of Deloitte & Touche, LLP

24.1           Power  of  Attorney of Claude S. Abernethy,  dated
               June 21, 1999

24.2           Power  of Attorney of J. Hugh Bingham, dated  June
               21, 1999

24.3           Power of Attorney of Allison T. Clark, dated  June
               21, 1999

24.4           Power of Attorney of Walter Clark, dated June  21,
               1999

24.5           Power of Attorney of Sam Chesnutt, dated June  21,
               1999

24.6           Power  of Attorney of John J. Gioffre, dated  June
               21, 1999

24.7           Power  of  Attorney  of J. Leonard  Martin,  dated
               June 21, 1999

24.8           Power  of Attorney of Herman A. Moore, dated  June
               21, 1999

24.9           Power  of Attorney of George C. Prill, dated  June
               30, 1999

24.10          Power  of Attorney of William Simpson, dated  June
               21, 1999


Item 9.   Undertakings.

     The undersigned registrant hereby undertakes as follows:

     (1)   For the purpose of determining any liability under the
Securities Act of 1933, each post-effective amendment involving a
fundamental  change  in  the  information  set  forth   in   this
registration  statement shall be deemed to be a new  registration
statement  relating to the securities offered  therein,  and  the
offering  of such securities at that time shall be deemed  to  be
the initial bona fide offering thereof;

     (2)   The registrant shall remove from registration by means
of  a  post-effective  amendment  any  of  the  securities  being
registered that remain unsold at the termination of the offering;

     (3)   For  purposes of determining any liability  under  the
Securities  Act  of 1933, each filing of the registrant's  annual
report  pursuant  to  Section  13(a)  or  Section  15(d)  of  the
Securities  Exchange  Act of 1934 (and,  where  applicable,  each
filing  of  an employee benefit plan's annual report pursuant  to
Section  15(d)  of the Securities Exchange Act of 1934)  that  is
incorporated by reference in this registration statement shall be
deemed  to  be  a  new  registration statement  relating  to  the
securities  offered therein, and the offering of such  securities
at that time shall be deemed to be the initial bona fide offering
thereof; and

     (4)   Insofar  as  indemnification for  liabilities  arising
under  the  Securities Act of 1933 may be permitted to directors,
officers   and   controlling  persons  of  the  registrant,   the
registrant has
</page>
<PAGE>
been advised that in the opinion of the Securities
and  Exchange  Commission such indemnification is against  public
policy as expressed in such Act and is, therefore, unenforceable.
In  the  event  that  a  claim for indemnification  against  such
liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person  of
the  registrant in the successful defense of any action, suit  or
proceeding)  is asserted by such director, officer or controlling
person  in  connection with the securities being registered,  the
registrant will, unless in the opinion of its counsel the  matter
has  been settled by controlling precedent, submit to a court  of
appropriate    jurisdiction    the    question    whether    such
indemnification  by it is against public policy as  expressed  in
the  Act  and will be governed by the final adjudication of  such
issue.
</page>
<PAGE>
                           SIGNATURES

     The   Registrant.   Pursuant  to  the  requirements  of  the
Securities  Act  of 1933, the registrant certifies  that  it  has
reasonable  grounds to believe it meets all the requirements  for
filing  on  Form  S-8  and  has  duly  caused  this  registration
statement  to  be  signed  on  its  behalf  by  the  undersigned,
thereunto duly authorized, in the City of Maiden, State of  North
Carolina on May 17, 2000.

                                   AIRT, INC.

                                   By:   /s/ Walter Clark
                                   Walter Clark, Chief Executive Officer
                                   (Principal Executive Officer)


                                   By:   /s/ John J. Gioffre
                                   John J. Gioffre, Vice President - Finance
                                   (Principal Financial and Accounting Officer)



     Pursuant to the requirements of the Securities Act of  1933,
this  registration  statement has been signed  by  the  following
persons in the capacities indicated on May 17, 2000.


By:   /s/ Claude S. Abernethy*
     Claude S. Abernethy, Jr., Director

By:   /s/  J. Hugh Bingham*
     J. Hugh Bingham, Director

By:   /s/  Allison T. Clark*
     Allison T. Clark, Director

By:   /s/  Walter Clark
     Walter Clark, Director

By:   /s/  Sam Chesnutt*
     Sam Chesnutt, Director

By:   /s/  John J. Gioffre
     John J. Gioffre, Director

By:   /s/  J. Leonard Martin*
     J. Leonard Martin, Director

By:   /s/  Herman A. Moore*
     Herman A. Moore, Director

</page>
<PAGE>
By:   /s/ George C. Prill*
     George C. Prill, Director

By:   /s/  William Simpson*
     William Simpson, Director\


      * By:    /s/ John J. Gioffre
          (John J. Gioffre, Attorney-in-Fact)
</page>
<PAGE>

                          EXHIBIT INDEX

Exhibit Number Description

4.1            Air  Transportation  Holding  Company,  Inc.  1998
               Omnibus  Securities  Award Plan  (incorporated  by
               reference   to  Exhibit  10.11  to  the  Company's
               Quarterly  Report Form 10-Q for the quarter  ended
               June 30, 1998).


4.2            Amendment  No.  1  to  AirT,  Inc.  1998   Omnibus
               Securities Award Plan

5              Opinion of Robinson, Bradshaw & Hinson, P.A.

23.1           Consent  of  Robinson,  Bradshaw  &  Hinson,  P.A.
               (contained in Exhibit 5)

23.2           Consent of Deloitte & Touche, LLP

24.1           Power  of  Attorney of Claude S. Abernethy,  dated June 21, 1999

24.2           Power  of Attorney of J. Hugh Bingham, dated  June 21, 1999

24.3           Power of Attorney of Allison T. Clark, dated  June 21, 1999

24.4           Power of Attorney of Walter Clark, dated June  21, 1999

24.5           Power of Attorney of Sam Chesnutt, dated June  21, 1999

24.6           Power  of Attorney of John J. Gioffre, dated  June 21, 1999

24.7           Power  of  Attorney  of J. Leonard  Martin,  dated June 21, 1999

24.8           Power  of Attorney of Herman A. Moore, dated  June 21, 1999

24.9           Power  of Attorney of George C. Prill, dated  June 30, 1999

24.10          Power  of Attorney of William Simpson, dated  June 21, 1999
</page>
<PAGE>

                                                      Exhibit 4.2

                         AMENDMENT NO. 1
                               TO
            AIR TRANSPORTATION HOLDING COMPANY, INC.
               1998 OMNIBUS SECURITIES AWARD PLAN


1.   Purpose

     The purpose of this Amendment No. 1 (this "Amendment") to
the Air Transportation Holding Company, Inc. 1998 Omnibus
Securities Award Plan (the "Plan") is to increase by 200,000 the
number of shares of common stock that may be made issued under
the Plan and to change the name of the Plan to "AirT, Inc. 1998
Omnibus Securities Award Plan," effective upon the change of the
name of Air Transportation Holding Company, Inc. to AirT, Inc.
Terms not otherwise defined herein shall have the meanings given
them in the Plan.

2.   Effective Date

     The effective date of this Amendment shall be June 21, 1999.

3.   Increase in Number of Shares

     The Plan is hereby amended to increase the number of shares
that may be subject to options granted under the Plan from One
Hundred Sixty-five Thousand (165,000) to Three Hundred Sixty-five
Thousand (365,000), and accordingly Section 6.1 of the Plan is
hereby restated as follows:

     6.1  Available Shares.  The maximum number of shares of
     Common Stock that shall be available for grant of
     Awards under the Plan (including incentive stock
     options) during its term, shall not exceed 365,000.
     (Such amount shall be subject to adjustment as provided
     in Section 6.2.)  Any shares of Common Stock related to
     Awards that terminate by expiration, forfeiture,
     cancellation, or otherwise without the issuance of such
     shares shall be available again for grant under the
     Plan.  Moreover, shares of Common Stock with respect to
     which a stock appreciation right has been exercised and
     paid in cash shall again become eligible for grant
     under the Plan; provided that if such shares of Common
     Stock subject to Awards are settled in cash in lieu of
     Common Stock or are exchanged with the Committee's
     permission for Awards not involving Common Stock, such
     shares shall not be available again for grant under the
     Plan.  The maximum number of shares available for
     issuance under the Plan shall not be reduced to reflect
     any dividends or dividend equivalents that are
     reinvested into additional shares of Common Stock or
     credited as additional performance shares.  The shares
     of Common Stock available for issuance under the Plan
     may be authorized and unissued shares, treasury shares,
     shares issued and outstanding or shares owned by a Subsidiary.
</page>
<PAGE>
4.   Change in Name of Plan

     The Plan is amended, effective upon the change in the name
of Air Transportation Holding Company, Inc. to AirT, Inc., by
changing the name of the Plan, including all references in the
Plan to the name of the Plan, to "AirT, Inc. 1998 Omnibus
Securities Award Plan."

5.   Approval of Amendment

     This Amendment is expressly made subject to the approval of
the stockholders of the Corporation in the manner prescribed by
law.  If this Amendment is not so approved by the stockholders on
or before one year after the adoption of this Amendment by the
Board of Directors of the Corporation, this Amendment shall not
be effective.
                                                      Exhibit 5.0
</page>
<PAGE>

        [letterhead of Robinson, Bradshaw & Hinson, P.A.]



Stephen M. Lynch
 Telephone (704)
    377-8355
 Fax (704) 373-
      3955
    Internet
 SLynch@RBH.COM


                          May 12, 2000


Air T, Inc.
3524 Airport Road
Maiden, North Carolina  28605
Attention:  Mr. John J. Gioffre

     Re:  Air T, Inc.
          Registration on Statement on Form S-8

Ladies and Gentlemen:

      We have served as counsel to Air T, Inc. (the "Company") in
connection with the Company's registration statement on Form  S-8
(the "Registration Statement") relating to the offer and sale  of
up  to  365,000  shares of the Company's common stock,  $.25  par
value  (the  "Shares"),  pursuant to  the  Air  T,  Inc.  Omnibus
Securities  Award Plan, as amended (the "Plan").   We  understand
that   the  Registration  Statement  is  being  filed  with   the
Securities and Exchange Commission and that this letter is to  be
included as Exhibit 5.0 thereof.

      We  have examined the Plan, the Registration Statement, the
certificate  of  incorporation and the  bylaws  of  the  Company,
corporate proceedings relating to the authorization, issuance and
sale  of  the Shares and such other documents and records  as  we
have  deemed  necessary  in order to enable  us  to  render  this
opinion.

      Based upon the foregoing, and subject to the conditions set
forth below, we are of the opinion that:

     1.   The Company is a corporation duly organized and validly
existing under the laws of the State of Delaware; and

      2.    The  Shares,  when issued and  sold  by  the  Company
pursuant to the terms and conditions of the Plan, will be legally
issued, fully paid and non-assessable, and will represent validly
authorized  and  outstanding shares of the common  stock  of  the
Company.

     We hereby consent to the filing of a copy of this opinion as
an exhibit to the Registration Statement.
</page>
<PAGE>


                                Very truly yours,

                                ROBINSON,BRADSHAW & HINSON, P.A.

                                /s/ Stephen M. Lynch

                                Stephen M. Lynch

SML/mer

</page>
<PAGE>
                                                     Exhibit 23.2











INDEPENDENT AUDITORS' CONSENT


We consent to the incorporation by reference in this Registration
Statement of Air T, Inc. (formerly Air Transportation Holding
Company, Inc.) on Form S-8 of our report dated May 28, 1999,
appearing in and incorporated by reference in the Annual Report
on Form 10-K of Air Transportation Holding Co., Inc. and
subsidiaries for the year ended March 31, 1999.

/s/Deloitte & Touche LLP

Charlotte, North Carolina
May 16, 2000
</page>
<PAGE>

                                                     Exhibit 24.1

                        POWER OF ATTORNEY


     THE  UNDERSIGNED  director  of  Air  Transportation  Holding
Company,  Inc.  (the "Company") hereby appoints J. Hugh  Bingham,
Walter Clark and John J. Gioffre, and each of them singly, as the
undersigned's lawful agent and attorney-in-fact, with full  power
of  substitution and resubstitution, for and on behalf and in the
name  of the undersigned, to execute and file with the Securities
and   Exchange   Commission  (the  "Commission")  a  registration
statement on Form S-8 pursuant to the Securities Act of 1933,  as
amended (the "Act"), for the purpose of registering shares of the
Company's  common stock to be issued the Company's  1998  Omnibus
Securities  Award  Plan,  as amended  from  time  to  time,  (the
"Plan"),  and  any  and all amendments, including  post-effective
amendments, and exhibits to such registration statement, and  any
and  all  applications or other documents to be  filed  with  the
Commission or elsewhere pertaining to such registration statement
or  amendments, with full power and authority to take or cause to
be  taken  all other actions that in the judgment of such  person
may  be necessary or appropriate to effect the registration under
the Act of the shares of the Company's common stock offered or to
be offered pursuant to the Plan.


     EXECUTED on the 21st day of June, 1999.


                                   /s/ Claude S. Abernethy
                                   Claude S. Abernethy, Jr.
</page>
<PAGE>
                                                     Exhibit 24.2

                        POWER OF ATTORNEY


     THE  UNDERSIGNED  director  of  Air  Transportation  Holding
Company,  Inc.  (the "Company") hereby appoints J. Hugh  Bingham,
Walter Clark and John J. Gioffre, and each of them singly, as the
undersigned's lawful agent and attorney-in-fact, with full  power
of  substitution and resubstitution, for and on behalf and in the
name  of the undersigned, to execute and file with the Securities
and   Exchange   Commission  (the  "Commission")  a  registration
statement on Form S-8 pursuant to the Securities Act of 1933,  as
amended (the "Act"), for the purpose of registering shares of the
Company's  common stock to be issued the Company's  1998  Omnibus
Securities  Award  Plan,  as amended  from  time  to  time,  (the
"Plan"),  and  any  and all amendments, including  post-effective
amendments, and exhibits to such registration statement, and  any
and  all  applications or other documents to be  filed  with  the
Commission or elsewhere pertaining to such registration statement
or  amendments, with full power and authority to take or cause to
be  taken  all other actions that in the judgment of such  person
may  be necessary or appropriate to effect the registration under
the Act of the shares of the Company's common stock offered or to
be offered pursuant to the Plan.


     EXECUTED on the 21st day of June, 1999.


                                   /s/ J. Hugh Bingham
                                   J. Hugh Bingham
</page>
<PAGE>
                                                     Exhibit 24.3

                        POWER OF ATTORNEY


     THE  UNDERSIGNED  director  of  Air  Transportation  Holding
Company,  Inc.  (the "Company") hereby appoints J. Hugh  Bingham,
Walter Clark and John J. Gioffre, and each of them singly, as the
undersigned's lawful agent and attorney-in-fact, with full  power
of  substitution and resubstitution, for and on behalf and in the
name  of the undersigned, to execute and file with the Securities
and   Exchange   Commission  (the  "Commission")  a  registration
statement on Form S-8 pursuant to the Securities Act of 1933,  as
amended (the "Act"), for the purpose of registering shares of the
Company's  common stock to be issued the Company's  1998  Omnibus
Securities  Award  Plan,  as amended  from  time  to  time,  (the
"Plan"),  and  any  and all amendments, including  post-effective
amendments, and exhibits to such registration statement, and  any
and  all  applications or other documents to be  filed  with  the
Commission or elsewhere pertaining to such registration statement
or  amendments, with full power and authority to take or cause to
be  taken  all other actions that in the judgment of such  person
may  be necessary or appropriate to effect the registration under
the Act of the shares of the Company's common stock offered or to
be offered pursuant to the Plan.


     EXECUTED on the 21st day of June, 1999.


                                   /s/ Allison T. Clark
                                   Allison T. Clark
</page>
<PAGE>
                                                     Exhibit 24.4

                        POWER OF ATTORNEY


     THE  UNDERSIGNED  director  of  Air  Transportation  Holding
Company,  Inc.  (the "Company") hereby appoints J. Hugh  Bingham,
Walter Clark and John J. Gioffre, and each of them singly, as the
undersigned's lawful agent and attorney-in-fact, with full  power
of  substitution and resubstitution, for and on behalf and in the
name  of the undersigned, to execute and file with the Securities
and   Exchange   Commission  (the  "Commission")  a  registration
statement on Form S-8 pursuant to the Securities Act of 1933,  as
amended (the "Act"), for the purpose of registering shares of the
Company's  common stock to be issued the Company's  1998  Omnibus
Securities  Award  Plan,  as amended  from  time  to  time,  (the
"Plan"),  and  any  and all amendments, including  post-effective
amendments, and exhibits to such registration statement, and  any
and  all  applications or other documents to be  filed  with  the
Commission or elsewhere pertaining to such registration statement
or  amendments, with full power and authority to take or cause to
be  taken  all other actions that in the judgment of such  person
may  be necessary or appropriate to effect the registration under
the Act of the shares of the Company's common stock offered or to
be offered pursuant to the Plan.


     EXECUTED on the 21st day of June, 1999.


                                   /s/ Walter Clark
                                   Walter Clark
</page>
<PAGE>
                                                     Exhibit 24.5

                        POWER OF ATTORNEY


     THE  UNDERSIGNED  director  of  Air  Transportation  Holding
Company,  Inc.  (the "Company") hereby appoints J. Hugh  Bingham,
Walter Clark and John J. Gioffre, and each of them singly, as the
undersigned's lawful agent and attorney-in-fact, with full  power
of  substitution and resubstitution, for and on behalf and in the
name  of the undersigned, to execute and file with the Securities
and   Exchange   Commission  (the  "Commission")  a  registration
statement on Form S-8 pursuant to the Securities Act of 1933,  as
amended (the "Act"), for the purpose of registering shares of the
Company's  common stock to be issued the Company's  1998  Omnibus
Securities  Award  Plan,  as amended  from  time  to  time,  (the
"Plan"),  and  any  and all amendments, including  post-effective
amendments, and exhibits to such registration statement, and  any
and  all  applications or other documents to be  filed  with  the
Commission or elsewhere pertaining to such registration statement
or  amendments, with full power and authority to take or cause to
be  taken  all other actions that in the judgment of such  person
may  be necessary or appropriate to effect the registration under
the Act of the shares of the Company's common stock offered or to
be offered pursuant to the Plan.


     EXECUTED on the 21st day of June, 1999.


                                   /s/ Sam Chesnutt
                                   Sam Chesnutt
</page>
<PAGE>
                                                     Exhibit 24.6

                        POWER OF ATTORNEY


     THE  UNDERSIGNED  director  of  Air  Transportation  Holding
Company,  Inc.  (the "Company") hereby appoints J. Hugh  Bingham,
Walter Clark and John J. Gioffre, and each of them singly, as the
undersigned's lawful agent and attorney-in-fact, with full  power
of  substitution and resubstitution, for and on behalf and in the
name  of the undersigned, to execute and file with the Securities
and   Exchange   Commission  (the  "Commission")  a  registration
statement on Form S-8 pursuant to the Securities Act of 1933,  as
amended (the "Act"), for the purpose of registering shares of the
Company's  common stock to be issued the Company's  1998  Omnibus
Securities  Award  Plan,  as amended  from  time  to  time,  (the
"Plan"),  and  any  and all amendments, including  post-effective
amendments, and exhibits to such registration statement, and  any
and  all  applications or other documents to be  filed  with  the
Commission or elsewhere pertaining to such registration statement
or  amendments, with full power and authority to take or cause to
be  taken  all other actions that in the judgment of such  person
may  be necessary or appropriate to effect the registration under
the Act of the shares of the Company's common stock offered or to
be offered pursuant to the Plan.


     EXECUTED on the 21st day of June, 1999.


                                   /s/ John J. Gioffre
                                   John J. Gioffre
</page>
<PAGE>
                                                     Exhibit 24.7

                        POWER OF ATTORNEY


     THE  UNDERSIGNED  director  of  Air  Transportation  Holding
Company,  Inc.  (the "Company") hereby appoints J. Hugh  Bingham,
Walter Clark and John J. Gioffre, and each of them singly, as the
undersigned's lawful agent and attorney-in-fact, with full  power
of  substitution and resubstitution, for and on behalf and in the
name  of the undersigned, to execute and file with the Securities
and   Exchange   Commission  (the  "Commission")  a  registration
statement on Form S-8 pursuant to the Securities Act of 1933,  as
amended (the "Act"), for the purpose of registering shares of the
Company's  common stock to be issued the Company's  1998  Omnibus
Securities  Award  Plan,  as amended  from  time  to  time,  (the
"Plan"),  and  any  and all amendments, including  post-effective
amendments, and exhibits to such registration statement, and  any
and  all  applications or other documents to be  filed  with  the
Commission or elsewhere pertaining to such registration statement
or  amendments, with full power and authority to take or cause to
be  taken  all other actions that in the judgment of such  person
may  be necessary or appropriate to effect the registration under
the Act of the shares of the Company's common stock offered or to
be offered pursuant to the Plan.


     EXECUTED on the 21st day of June, 1999.


                                   /s/ J. Leonard Martin
                                   J. Leonard Martin
</page>
<PAGE>
                                                     Exhibit 24.8

                        POWER OF ATTORNEY


     THE  UNDERSIGNED  director  of  Air  Transportation  Holding
Company,  Inc.  (the "Company") hereby appoints J. Hugh  Bingham,
Walter Clark and John J. Gioffre, and each of them singly, as the
undersigned's lawful agent and attorney-in-fact, with full  power
of  substitution and resubstitution, for and on behalf and in the
name  of the undersigned, to execute and file with the Securities
and   Exchange   Commission  (the  "Commission")  a  registration
statement on Form S-8 pursuant to the Securities Act of 1933,  as
amended (the "Act"), for the purpose of registering shares of the
Company's  common stock to be issued the Company's  1998  Omnibus
Securities  Award  Plan,  as amended  from  time  to  time,  (the
"Plan"),  and  any  and all amendments, including  post-effective
amendments, and exhibits to such registration statement, and  any
and  all  applications or other documents to be  filed  with  the
Commission or elsewhere pertaining to such registration statement
or  amendments, with full power and authority to take or cause to
be  taken  all other actions that in the judgment of such  person
may  be necessary or appropriate to effect the registration under
the Act of the shares of the Company's common stock offered or to
be offered pursuant to the Plan.


     EXECUTED on the 21st day of June, 1999.


                                   /s/ Herman A. Moore
                                   Herman A. Moore
</page>
<PAGE>
                                                     Exhibit 24.9

                        POWER OF ATTORNEY


     THE  UNDERSIGNED  director  of  Air  Transportation  Holding
Company,  Inc.  (the "Company") hereby appoints J. Hugh  Bingham,
Walter Clark and John J. Gioffre, and each of them singly, as the
undersigned's lawful agent and attorney-in-fact, with full  power
of  substitution and resubstitution, for and on behalf and in the
name  of the undersigned, to execute and file with the Securities
and   Exchange   Commission  (the  "Commission")  a  registration
statement on Form S-8 pursuant to the Securities Act of 1933,  as
amended (the "Act"), for the purpose of registering shares of the
Company's  common stock to be issued the Company's  1998  Omnibus
Securities  Award  Plan,  as amended  from  time  to  time,  (the
"Plan"),  and  any  and all amendments, including  post-effective
amendments, and exhibits to such registration statement, and  any
and  all  applications or other documents to be  filed  with  the
Commission or elsewhere pertaining to such registration statement
or  amendments, with full power and authority to take or cause to
be  taken  all other actions that in the judgment of such  person
may  be necessary or appropriate to effect the registration under
the Act of the shares of the Company's common stock offered or to
be offered pursuant to the Plan.


     EXECUTED on the 30th day of June, 1999.


                                   /s/ George C. Prill
                                   George C. Prill
</page>
<PAGE>
                                                    Exhibit 24.10

                        POWER OF ATTORNEY


     THE  UNDERSIGNED  director  of  Air  Transportation  Holding
Company,  Inc.  (the "Company") hereby appoints J. Hugh  Bingham,
Walter Clark and John J. Gioffre, and each of them singly, as the
undersigned's lawful agent and attorney-in-fact, with full  power
of  substitution and resubstitution, for and on behalf and in the
name  of the undersigned, to execute and file with the Securities
and   Exchange   Commission  (the  "Commission")  a  registration
statement on Form S-8 pursuant to the Securities Act of 1933,  as
amended (the "Act"), for the purpose of registering shares of the
Company's  common stock to be issued the Company's  1998  Omnibus
Securities  Award  Plan,  as amended  from  time  to  time,  (the
"Plan"),  and  any  and all amendments, including  post-effective
amendments, and exhibits to such registration statement, and  any
and  all  applications or other documents to be  filed  with  the
Commission or elsewhere pertaining to such registration statement
or  amendments, with full power and authority to take or cause to
be  taken  all other actions that in the judgment of such  person
may  be necessary or appropriate to effect the registration under
the Act of the shares of the Company's common stock offered or to
be offered pursuant to the Plan.


     EXECUTED on the 21st day of June, 1999.


                                   /s/ William H. Simpson
                                   William H. Simpson
</page>
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 33797}]
{"company-data": {"conformed-name": "AIR T INC", "cik": "0000353184", "assigned-sic": "4513", "irs-number": "521206400", "state-of-incorporation": "DE", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-37224", "film-number": "638874"}, "business-address": {"street1": "3524 AIRPORT RD", "city": "MAIDEN", "state": "NC", "zip": "28650", "phone": "7043772109"}, "mail-address": {"street1": "P O BOX 488", "city": "DENVER", "state": "NC", "zip": "28037"}, "former-company": [{"former-conformed-name": "AIR TRANSPORTATION HOLDING CO INC", "date-changed": "19920703"}, {"former-conformed-name": "ATLANTA EXPRESS AIRLINE CORP", "date-changed": "19840321"}]}
Registration No. 333-
               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549
                         _______________
                            Form S-8

                     REGISTRATION STATEMENT
                              UNDER
                   THE SECURITIES ACT OF 1933

                         _______________

                           AIR T, INC.
     (Exact name of registrant, as specified in its charter)

        Delaware                                  52-1206400
(State or other jurisdiction of               (I.R.S. Employer)
incorporation or organization)               Identification No.)

                         3524 Airport Road
                   Maiden, North Carolina 28650
                         (704) 377-2109
            (Address of principal executive officers)
                         _______________

                           Air T, Inc.
               1998 Omnibus Securities Award Plan
                    (Full title of the plan)
                         _______________
                         JOHN J. GIOFFRE
                        3524 Airport Road
                 Maiden, North Carolina 28650
             (Name and address of agent for service)
                         (704) 377-2109
  (Telephone number, including area code, of agent for service)
                         _______________
                 CALCULATION OF REGISTRATION FEE

                                  Proposed         Proposed
     Title of        Amount        maximum         maximum         Amount
 securities to be     to be       offering         aggregate         of
    registered       regis-       price per        offering       registra-
                     tered          unit            price          tion fee

Common Stock, $.25  365,000shs.   $3.1875(1)    $1,163,437.50(1)    $343.22
par value (includ-
ing options under
the AirT 1998
Ominbus Securities
Award Plan)

(1)     In  accordance  with Rule 457(h)(1) of Regulation  C,  the
price  for  the shares is computed on the basis of  the  average
high  and  low  prices for Common Shares  on  May  12,  2000  as
reported on the NASDAQ Bulletin Board (OTC).
PART II INFORMATION REQUIRED IN THE
                     REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.

     The  following documents are incorporated by reference  into
this registration statement:

     (a)   The Company's latest annual report on Form 10-K  filed
pursuant to Section 13(a) or 15(d) of the Securities Exchange Act
of  1934 containing financial statements for the Company's latest
fiscal  year  for  which a Form 10-K was required  to  have  been
filed;

     (b)   All  other reports filed pursuant to Section 13(a)  or
15(d) of the Securities Exchange Act of 1934 since the end of the
fiscal  year  covered by the annual report  referred  to  in  (2)
above; and

     (c)    The  description  of  securities  contained  in   the
Corporation's  registration statement filed under the  Securities
Exchange  Act  of  1934 on Form 8-A, including any  amendment  or
report filed for the purpose of updating such description.

     All documents subsequently filed by the Company pursuant  to
Section 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior  to
the  filing  of  a post-effective amendment indicating  that  all
securities offered by this registration statement have been  sold
or  that deregisters all securities then remaining unsold,  shall
be  deemed  to be incorporated by reference into the registration
statement and to be part thereof from the date of filing of  such
documents.

Item 6.   Indemnification of Directors and Officers.

     The  Corporation's  Restated  Certificate  of  Incorporation
contains   certain   provisions  permitted  under   the   General
Corporation  Law  of  Delaware  relating  to  the  liability   of
directors.  These provisions eliminate a director's liability for
monetary  damages  for  a  breach of fiduciary  duty,  except  in
certain circumstances involving wrongful acts such as the  breach
of  a  director's duty of loyalty or acts or omissions  involving
intentional  misconduct  or  a knowing  violation  of  law.   The
Corporation's Restated Certificate of Incorporation also contains
provisions indemnifying the Corporation's directors and  officers
to   the   fullest  extent  permitted  by  the  Delaware  General
Corporation Law.

Item 8.   Exhibits.

Exhibit Number Description

4.1            Air  Transportation  Holding  Company,  Inc.  1998
               Omnibus  Securities  Award Plan  (incorporated  by
               reference  to  Exhibit 10.11 to the  Corporation's
               Quarterly  Report Form 10-Q for the quarter  ended
               June 30, 1998).

4.2            Amendment  No.  1  to  AirT,  Inc.  1998   Omnibus
               Securities Award Plan

5              Opinion of Robinson, Bradshaw & Hinson, P.A.
23.1           Consent  of  Robinson,  Bradshaw  &  Hinson,  P.A.
               (contained in Exhibit 5)

23.2           Consent of Deloitte & Touche, LLP

24.1           Power  of  Attorney of Claude S. Abernethy,  dated
               June 21, 1999

24.2           Power  of Attorney of J. Hugh Bingham, dated  June
               21, 1999

24.3           Power of Attorney of Allison T. Clark, dated  June
               21, 1999

24.4           Power of Attorney of Walter Clark, dated June  21,
               1999

24.5           Power of Attorney of Sam Chesnutt, dated June  21,
               1999

24.6           Power  of Attorney of John J. Gioffre, dated  June
               21, 1999

24.7           Power  of  Attorney  of J. Leonard  Martin,  dated
               June 21, 1999

24.8           Power  of Attorney of Herman A. Moore, dated  June
               21, 1999

24.9           Power  of Attorney of George C. Prill, dated  June
               30, 1999

24.10          Power  of Attorney of William Simpson, dated  June
               21, 1999

Item 9.   Undertakings.

     The undersigned registrant hereby undertakes as follows:

     (1)   For the purpose of determining any liability under the
Securities Act of 1933, each post-effective amendment involving a
fundamental  change  in  the  information  set  forth   in   this
registration  statement shall be deemed to be a new  registration
statement  relating to the securities offered  therein,  and  the
offering  of such securities at that time shall be deemed  to  be
the initial bona fide offering thereof;

     (2)   The registrant shall remove from registration by means
of  a  post-effective  amendment  any  of  the  securities  being
registered that remain unsold at the termination of the offering;

     (3)   For  purposes of determining any liability  under  the
Securities  Act  of 1933, each filing of the registrant's  annual
report  pursuant  to  Section  13(a)  or  Section  15(d)  of  the
Securities  Exchange  Act of 1934 (and,  where  applicable,  each
filing  of  an employee benefit plan's annual report pursuant  to
Section  15(d)  of the Securities Exchange Act of 1934)  that  is
incorporated by reference in this registration statement shall be
deemed  to  be  a  new  registration statement  relating  to  the
securities  offered therein, and the offering of such  securities
at that time shall be deemed to be the initial bona fide offering
thereof; and

     (4)   Insofar  as  indemnification for  liabilities  arising
under  the  Securities Act of 1933 may be permitted to directors,
officers   and   controlling  persons  of  the  registrant,   the
registrant has
been advised that in the opinion of the Securities
and  Exchange  Commission such indemnification is against  public
policy as expressed in such Act and is, therefore, unenforceable.
In  the  event  that  a  claim for indemnification  against  such
liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person  of
the  registrant in the successful defense of any action, suit  or
proceeding)  is asserted by such director, officer or controlling
person  in  connection with the securities being registered,  the
registrant will, unless in the opinion of its counsel the  matter
has  been settled by controlling precedent, submit to a court  of
appropriate    jurisdiction    the    question    whether    such
indemnification  by it is against public policy as  expressed  in
the  Act  and will be governed by the final adjudication of  such
issue.
SIGNATURES

     The   Registrant.   Pursuant  to  the  requirements  of  the
Securities  Act  of 1933, the registrant certifies  that  it  has
reasonable  grounds to believe it meets all the requirements  for
filing  on  Form  S-8  and  has  duly  caused  this  registration
statement  to  be  signed  on  its  behalf  by  the  undersigned,
thereunto duly authorized, in the City of Maiden, State of  North
Carolina on May 17, 2000.

                                   AIRT, INC.

                                   By:   /s/ Walter Clark
                                   Walter Clark, Chief Executive Officer
                                   (Principal Executive Officer)

                                   By:   /s/ John J. Gioffre
                                   John J. Gioffre, Vice President - Finance
                                   (Principal Financial and Accounting Officer)

     Pursuant to the requirements of the Securities Act of  1933,
this  registration  statement has been signed  by  the  following
persons in the capacities indicated on May 17, 2000.

By:   /s/ Claude S. Abernethy*
     Claude S. Abernethy, Jr., Director

By:   /s/  J. Hugh Bingham*
     J. Hugh Bingham, Director

By:   /s/  Allison T. Clark*
     Allison T. Clark, Director

By:   /s/  Walter Clark
     Walter Clark, Director

By:   /s/  Sam Chesnutt*
     Sam Chesnutt, Director

By:   /s/  John J. Gioffre
     John J. Gioffre, Director

By:   /s/  J. Leonard Martin*
     J. Leonard Martin, Director

By:   /s/  Herman A. Moore*
     Herman A. Moore, Director
By:   /s/ George C. Prill*
     George C. Prill, Director

By:   /s/  William Simpson*
     William Simpson, Director\

      * By:    /s/ John J. Gioffre
          (John J. Gioffre, Attorney-in-Fact)
EXHIBIT INDEX

Exhibit Number Description

4.1            Air  Transportation  Holding  Company,  Inc.  1998
               Omnibus  Securities  Award Plan  (incorporated  by
               reference   to  Exhibit  10.11  to  the  Company's
               Quarterly  Report Form 10-Q for the quarter  ended
               June 30, 1998).

4.2            Amendment  No.  1  to  AirT,  Inc.  1998   Omnibus
               Securities Award Plan

5              Opinion of Robinson, Bradshaw & Hinson, P.A.

23.1           Consent  of  Robinson,  Bradshaw  &  Hinson,  P.A.
               (contained in Exhibit 5)

23.2           Consent of Deloitte & Touche, LLP

24.1           Power  of  Attorney of Claude S. Abernethy,  dated June 21, 1999

24.2           Power  of Attorney of J. Hugh Bingham, dated  June 21, 1999

24.3           Power of Attorney of Allison T. Clark, dated  June 21, 1999

24.4           Power of Attorney of Walter Clark, dated June  21, 1999

24.5           Power of Attorney of Sam Chesnutt, dated June  21, 1999

24.6           Power  of Attorney of John J. Gioffre, dated  June 21, 1999

24.7           Power  of  Attorney  of J. Leonard  Martin,  dated June 21, 1999

24.8           Power  of Attorney of Herman A. Moore, dated  June 21, 1999

24.9           Power  of Attorney of George C. Prill, dated  June 30, 1999

24.10          Power  of Attorney of William Simpson, dated  June 21, 1999
Exhibit 4.2

                         AMENDMENT NO. 1
                               TO
            AIR TRANSPORTATION HOLDING COMPANY, INC.
               1998 OMNIBUS SECURITIES AWARD PLAN

1.   Purpose

     The purpose of this Amendment No. 1 (this "Amendment") to
the Air Transportation Holding Company, Inc. 1998 Omnibus
Securities Award Plan (the "Plan") is to increase by 200,000 the
number of shares of common stock that may be made issued under
the Plan and to change the name of the Plan to "AirT, Inc. 1998
Omnibus Securities Award Plan," effective upon the change of the
name of Air Transportation Holding Company, Inc. to AirT, Inc.
Terms not otherwise defined herein shall have the meanings given
them in the Plan.

2.   Effective Date

     The effective date of this Amendment shall be June 21, 1999.

3.   Increase in Number of Shares

     The Plan is hereby amended to increase the number of shares
that may be subject to options granted under the Plan from One
Hundred Sixty-five Thousand (165,000) to Three Hundred Sixty-five
Thousand (365,000), and accordingly Section 6.1 of the Plan is
hereby restated as follows:

     6.1  Available Shares.  The maximum number of shares of
     Common Stock that shall be available for grant of
     Awards under the Plan (including incentive stock
     options) during its term, shall not exceed 365,000.
     (Such amount shall be subject to adjustment as provided
     in Section 6.2.)  Any shares of Common Stock related to
     Awards that terminate by expiration, forfeiture,
     cancellation, or otherwise without the issuance of such
     shares shall be available again for grant under the
     Plan.  Moreover, shares of Common Stock with respect to
     which a stock appreciation right has been exercised and
     paid in cash shall again become eligible for grant
     under the Plan; provided that if such shares of Common
     Stock subject to Awards are settled in cash in lieu of
     Common Stock or are exchanged with the Committee's
     permission for Awards not involving Common Stock, such
     shares shall not be available again for grant under the
     Plan.  The maximum number of shares available for
     issuance under the Plan shall not be reduced to reflect
     any dividends or dividend equivalents that are
     reinvested into additional shares of Common Stock or
     credited as additional performance shares.  The shares
     of Common Stock available for issuance under the Plan
     may be authorized and unissued shares, treasury shares,
     shares issued and outstanding or shares owned by a Subsidiary.
4.   Change in Name of Plan

     The Plan is amended, effective upon the change in the name
of Air Transportation Holding Company, Inc. to AirT, Inc., by
changing the name of the Plan, including all references in the
Plan to the name of the Plan, to "AirT, Inc. 1998 Omnibus
Securities Award Plan."

5.   Approval of Amendment

     This Amendment is expressly made subject to the approval of
the stockholders of the Corporation in the manner prescribed by
law.  If this Amendment is not so approved by the stockholders on
or before one year after the adoption of this Amendment by the
Board of Directors of the Corporation, this Amendment shall not
be effective.
                                                      Exhibit 5.0
[letterhead of Robinson, Bradshaw & Hinson, P.A.]

Stephen M. Lynch
 Telephone (704)
    377-8355
 Fax (704) 373-
      3955
    Internet
 SLynch@RBH.COM

                          May 12, 2000

Air T, Inc.
3524 Airport Road
Maiden, North Carolina  28605
Attention:  Mr. John J. Gioffre

     Re:  Air T, Inc.
          Registration on Statement on Form S-8

Ladies and Gentlemen:

      We have served as counsel to Air T, Inc. (the "Company") in
connection with the Company's registration statement on Form  S-8
(the "Registration Statement") relating to the offer and sale  of
up  to  365,000  shares of the Company's common stock,  $.25  par
value  (the  "Shares"),  pursuant to  the  Air  T,  Inc.  Omnibus
Securities  Award Plan, as amended (the "Plan").   We  understand
that   the  Registration  Statement  is  being  filed  with   the
Securities and Exchange Commission and that this letter is to  be
included as Exhibit 5.0 thereof.

      We  have examined the Plan, the Registration Statement, the
certificate  of  incorporation and the  bylaws  of  the  Company,
corporate proceedings relating to the authorization, issuance and
sale  of  the Shares and such other documents and records  as  we
have  deemed  necessary  in order to enable  us  to  render  this
opinion.

      Based upon the foregoing, and subject to the conditions set
forth below, we are of the opinion that:

     1.   The Company is a corporation duly organized and validly
existing under the laws of the State of Delaware; and

      2.    The  Shares,  when issued and  sold  by  the  Company
pursuant to the terms and conditions of the Plan, will be legally
issued, fully paid and non-assessable, and will represent validly
authorized  and  outstanding shares of the common  stock  of  the
Company.

     We hereby consent to the filing of a copy of this opinion as
an exhibit to the Registration Statement.
Very truly yours,

                                ROBINSON,BRADSHAW & HINSON, P.A.

                                /s/ Stephen M. Lynch

                                Stephen M. Lynch

SML/mer
Exhibit 23.2

INDEPENDENT AUDITORS' CONSENT

We consent to the incorporation by reference in this Registration
Statement of Air T, Inc. (formerly Air Transportation Holding
Company, Inc.) on Form S-8 of our report dated May 28, 1999,
appearing in and incorporated by reference in the Annual Report
on Form 10-K of Air Transportation Holding Co., Inc. and
subsidiaries for the year ended March 31, 1999.

/s/Deloitte & Touche LLP

Charlotte, North Carolina
May 16, 2000
Exhibit 24.1

                        POWER OF ATTORNEY

     THE  UNDERSIGNED  director  of  Air  Transportation  Holding
Company,  Inc.  (the "Company") hereby appoints J. Hugh  Bingham,
Walter Clark and John J. Gioffre, and each of them singly, as the
undersigned's lawful agent and attorney-in-fact, with full  power
of  substitution and resubstitution, for and on behalf and in the
name  of the undersigned, to execute and file with the Securities
and   Exchange   Commission  (the  "Commission")  a  registration
statement on Form S-8 pursuant to the Securities Act of 1933,  as
amended (the "Act"), for the purpose of registering shares of the
Company's  common stock to be issued the Company's  1998  Omnibus
Securities  Award  Plan,  as amended  from  time  to  time,  (the
"Plan"),  and  any  and all amendments, including  post-effective
amendments, and exhibits to such registration statement, and  any
and  all  applications or other documents to be  filed  with  the
Commission or elsewhere pertaining to such registration statement
or  amendments, with full power and authority to take or cause to
be  taken  all other actions that in the judgment of such  person
may  be necessary or appropriate to effect the registration under
the Act of the shares of the Company's common stock offered or to
be offered pursuant to the Plan.

     EXECUTED on the 21st day of June, 1999.

                                   /s/ Claude S. Abernethy
                                   Claude S. Abernethy, Jr.
Exhibit 24.2

                        POWER OF ATTORNEY

     THE  UNDERSIGNED  director  of  Air  Transportation  Holding
Company,  Inc.  (the "Company") hereby appoints J. Hugh  Bingham,
Walter Clark and John J. Gioffre, and each of them singly, as the
undersigned's lawful agent and attorney-in-fact, with full  power
of  substitution and resubstitution, for and on behalf and in the
name  of the undersigned, to execute and file with the Securities
and   Exchange   Commission  (the  "Commission")  a  registration
statement on Form S-8 pursuant to the Securities Act of 1933,  as
amended (the "Act"), for the purpose of registering shares of the
Company's  common stock to be issued the Company's  1998  Omnibus
Securities  Award  Plan,  as amended  from  time  to  time,  (the
"Plan"),  and  any  and all amendments, including  post-effective
amendments, and exhibits to such registration statement, and  any
and  all  applications or other documents to be  filed  with  the
Commission or elsewhere pertaining to such registration statement
or  amendments, with full power and authority to take or cause to
be  taken  all other actions that in the judgment of such  person
may  be necessary or appropriate to effect the registration under
the Act of the shares of the Company's common stock offered or to
be offered pursuant to the Plan.

     EXECUTED on the 21st day of June, 1999.

                                   /s/ J. Hugh Bingham
                                   J. Hugh Bingham
Exhibit 24.3

                        POWER OF ATTORNEY

     THE  UNDERSIGNED  director  of  Air  Transportation  Holding
Company,  Inc.  (the "Company") hereby appoints J. Hugh  Bingham,
Walter Clark and John J. Gioffre, and each of them singly, as the
undersigned's lawful agent and attorney-in-fact, with full  power
of  substitution and resubstitution, for and on behalf and in the
name  of the undersigned, to execute and file with the Securities
and   Exchange   Commission  (the  "Commission")  a  registration
statement on Form S-8 pursuant to the Securities Act of 1933,  as
amended (the "Act"), for the purpose of registering shares of the
Company's  common stock to be issued the Company's  1998  Omnibus
Securities  Award  Plan,  as amended  from  time  to  time,  (the
"Plan"),  and  any  and all amendments, including  post-effective
amendments, and exhibits to such registration statement, and  any
and  all  applications or other documents to be  filed  with  the
Commission or elsewhere pertaining to such registration statement
or  amendments, with full power and authority to take or cause to
be  taken  all other actions that in the judgment of such  person
may  be necessary or appropriate to effect the registration under
the Act of the shares of the Company's common stock offered or to
be offered pursuant to the Plan.

     EXECUTED on the 21st day of June, 1999.

                                   /s/ Allison T. Clark
                                   Allison T. Clark
Exhibit 24.4

                        POWER OF ATTORNEY

     THE  UNDERSIGNED  director  of  Air  Transportation  Holding
Company,  Inc.  (the "Company") hereby appoints J. Hugh  Bingham,
Walter Clark and John J. Gioffre, and each of them singly, as the
undersigned's lawful agent and attorney-in-fact, with full  power
of  substitution and resubstitution, for and on behalf and in the
name  of the undersigned, to execute and file with the Securities
and   Exchange   Commission  (the  "Commission")  a  registration
statement on Form S-8 pursuant to the Securities Act of 1933,  as
amended (the "Act"), for the purpose of registering shares of the
Company's  common stock to be issued the Company's  1998  Omnibus
Securities  Award  Plan,  as amended  from  time  to  time,  (the
"Plan"),  and  any  and all amendments, including  post-effective
amendments, and exhibits to such registration statement, and  any
and  all  applications or other documents to be  filed  with  the
Commission or elsewhere pertaining to such registration statement
or  amendments, with full power and authority to take or cause to
be  taken  all other actions that in the judgment of such  person
may  be necessary or appropriate to effect the registration under
the Act of the shares of the Company's common stock offered or to
be offered pursuant to the Plan.

     EXECUTED on the 21st day of June, 1999.

                                   /s/ Walter Clark
                                   Walter Clark
Exhibit 24.5

                        POWER OF ATTORNEY

     THE  UNDERSIGNED  director  of  Air  Transportation  Holding
Company,  Inc.  (the "Company") hereby appoints J. Hugh  Bingham,
Walter Clark and John J. Gioffre, and each of them singly, as the
undersigned's lawful agent and attorney-in-fact, with full  power
of  substitution and resubstitution, for and on behalf and in the
name  of the undersigned, to execute and file with the Securities
and   Exchange   Commission  (the  "Commission")  a  registration
statement on Form S-8 pursuant to the Securities Act of 1933,  as
amended (the "Act"), for the purpose of registering shares of the
Company's  common stock to be issued the Company's  1998  Omnibus
Securities  Award  Plan,  as amended  from  time  to  time,  (the
"Plan"),  and  any  and all amendments, including  post-effective
amendments, and exhibits to such registration statement, and  any
and  all  applications or other documents to be  filed  with  the
Commission or elsewhere pertaining to such registration statement
or  amendments, with full power and authority to take or cause to
be  taken  all other actions that in the judgment of such  person
may  be necessary or appropriate to effect the registration under
the Act of the shares of the Company's common stock offered or to
be offered pursuant to the Plan.

     EXECUTED on the 21st day of June, 1999.

                                   /s/ Sam Chesnutt
                                   Sam Chesnutt
Exhibit 24.6

                        POWER OF ATTORNEY

     THE  UNDERSIGNED  director  of  Air  Transportation  Holding
Company,  Inc.  (the "Company") hereby appoints J. Hugh  Bingham,
Walter Clark and John J. Gioffre, and each of them singly, as the
undersigned's lawful agent and attorney-in-fact, with full  power
of  substitution and resubstitution, for and on behalf and in the
name  of the undersigned, to execute and file with the Securities
and   Exchange   Commission  (the  "Commission")  a  registration
statement on Form S-8 pursuant to the Securities Act of 1933,  as
amended (the "Act"), for the purpose of registering shares of the
Company's  common stock to be issued the Company's  1998  Omnibus
Securities  Award  Plan,  as amended  from  time  to  time,  (the
"Plan"),  and  any  and all amendments, including  post-effective
amendments, and exhibits to such registration statement, and  any
and  all  applications or other documents to be  filed  with  the
Commission or elsewhere pertaining to such registration statement
or  amendments, with full power and authority to take or cause to
be  taken  all other actions that in the judgment of such  person
may  be necessary or appropriate to effect the registration under
the Act of the shares of the Company's common stock offered or to
be offered pursuant to the Plan.

     EXECUTED on the 21st day of June, 1999.

                                   /s/ John J. Gioffre
                                   John J. Gioffre
Exhibit 24.7

                        POWER OF ATTORNEY

     THE  UNDERSIGNED  director  of  Air  Transportation  Holding
Company,  Inc.  (the "Company") hereby appoints J. Hugh  Bingham,
Walter Clark and John J. Gioffre, and each of them singly, as the
undersigned's lawful agent and attorney-in-fact, with full  power
of  substitution and resubstitution, for and on behalf and in the
name  of the undersigned, to execute and file with the Securities
and   Exchange   Commission  (the  "Commission")  a  registration
statement on Form S-8 pursuant to the Securities Act of 1933,  as
amended (the "Act"), for the purpose of registering shares of the
Company's  common stock to be issued the Company's  1998  Omnibus
Securities  Award  Plan,  as amended  from  time  to  time,  (the
"Plan"),  and  any  and all amendments, including  post-effective
amendments, and exhibits to such registration statement, and  any
and  all  applications or other documents to be  filed  with  the
Commission or elsewhere pertaining to such registration statement
or  amendments, with full power and authority to take or cause to
be  taken  all other actions that in the judgment of such  person
may  be necessary or appropriate to effect the registration under
the Act of the shares of the Company's common stock offered or to
be offered pursuant to the Plan.

     EXECUTED on the 21st day of June, 1999.

                                   /s/ J. Leonard Martin
                                   J. Leonard Martin
Exhibit 24.8

                        POWER OF ATTORNEY

     THE  UNDERSIGNED  director  of  Air  Transportation  Holding
Company,  Inc.  (the "Company") hereby appoints J. Hugh  Bingham,
Walter Clark and John J. Gioffre, and each of them singly, as the
undersigned's lawful agent and attorney-in-fact, with full  power
of  substitution and resubstitution, for and on behalf and in the
name  of the undersigned, to execute and file with the Securities
and   Exchange   Commission  (the  "Commission")  a  registration
statement on Form S-8 pursuant to the Securities Act of 1933,  as
amended (the "Act"), for the purpose of registering shares of the
Company's  common stock to be issued the Company's  1998  Omnibus
Securities  Award  Plan,  as amended  from  time  to  time,  (the
"Plan"),  and  any  and all amendments, including  post-effective
amendments, and exhibits to such registration statement, and  any
and  all  applications or other documents to be  filed  with  the
Commission or elsewhere pertaining to such registration statement
or  amendments, with full power and authority to take or cause to
be  taken  all other actions that in the judgment of such  person
may  be necessary or appropriate to effect the registration under
the Act of the shares of the Company's common stock offered or to
be offered pursuant to the Plan.

     EXECUTED on the 21st day of June, 1999.

                                   /s/ Herman A. Moore
                                   Herman A. Moore
Exhibit 24.9

                        POWER OF ATTORNEY

     THE  UNDERSIGNED  director  of  Air  Transportation  Holding
Company,  Inc.  (the "Company") hereby appoints J. Hugh  Bingham,
Walter Clark and John J. Gioffre, and each of them singly, as the
undersigned's lawful agent and attorney-in-fact, with full  power
of  substitution and resubstitution, for and on behalf and in the
name  of the undersigned, to execute and file with the Securities
and   Exchange   Commission  (the  "Commission")  a  registration
statement on Form S-8 pursuant to the Securities Act of 1933,  as
amended (the "Act"), for the purpose of registering shares of the
Company's  common stock to be issued the Company's  1998  Omnibus
Securities  Award  Plan,  as amended  from  time  to  time,  (the
"Plan"),  and  any  and all amendments, including  post-effective
amendments, and exhibits to such registration statement, and  any
and  all  applications or other documents to be  filed  with  the
Commission or elsewhere pertaining to such registration statement
or  amendments, with full power and authority to take or cause to
be  taken  all other actions that in the judgment of such  person
may  be necessary or appropriate to effect the registration under
the Act of the shares of the Company's common stock offered or to
be offered pursuant to the Plan.

     EXECUTED on the 30th day of June, 1999.

                                   /s/ George C. Prill
                                   George C. Prill
Exhibit 24.10

                        POWER OF ATTORNEY

     THE  UNDERSIGNED  director  of  Air  Transportation  Holding
Company,  Inc.  (the "Company") hereby appoints J. Hugh  Bingham,
Walter Clark and John J. Gioffre, and each of them singly, as the
undersigned's lawful agent and attorney-in-fact, with full  power
of  substitution and resubstitution, for and on behalf and in the
name  of the undersigned, to execute and file with the Securities
and   Exchange   Commission  (the  "Commission")  a  registration
statement on Form S-8 pursuant to the Securities Act of 1933,  as
amended (the "Act"), for the purpose of registering shares of the
Company's  common stock to be issued the Company's  1998  Omnibus
Securities  Award  Plan,  as amended  from  time  to  time,  (the
"Plan"),  and  any  and all amendments, including  post-effective
amendments, and exhibits to such registration statement, and  any
and  all  applications or other documents to be  filed  with  the
Commission or elsewhere pertaining to such registration statement
or  amendments, with full power and authority to take or cause to
be  taken  all other actions that in the judgment of such  person
may  be necessary or appropriate to effect the registration under
the Act of the shares of the Company's common stock offered or to
be offered pursuant to the Plan.

     EXECUTED on the 21st day of June, 1999.

                                   /s/ William H. Simpson
                                   William H. Simpson