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
become effective.