8-K

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):

August 31, 2005

Atlantic Express Transportation Corp.

(Exact Name of Registrant as Specified in Charter)

New York	4151	13-392-4567
(State or Other Jurisdiction of Incorporation)	(Primary Standard Industrial Classification Code Number)	(IRS Employer Identification No.)

7 North Street Staten Island, New York 10302-1205

(Address of Principal Executive Offices, including Zip Code)

Registrant’s telephone number, including area code: (718) 556-8079

Not Applicable

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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 7.01.   Regulation FD Disclosure

On August 31, 2005, Atlantic Express Transportation Corp. announced the successful completion of its previously announced offer to exchange up to (i) $105.0 million in aggregate principal amount of its 12% Series B Senior Secured Notes due 2008, which have been registered under the Securities Act of 1933, as amended, for its outstanding unregistered 12% Series A Senior Secured Notes due 2008 and (ii) $10.0 million in aggregate principal amount of its Series B Senior Secured Floating Rate Notes due 2008, which have been registered under the Securities Act of 1933, as amended, for its outstanding unregistered Series A Senior Secured Floating Rate Notes due 2008.  A copy of the company’s press release is attached hereto as Exhibit 99.1.

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Signatures

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

Date:  August 31, 2005

ATLANTIC EXPRESS TRANSPORTATION CORP.
	/s/ Neil J. Abitabilo
	Name:	Neil J. Abitabilo
	Title:	Chief Financial Officer

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EX-99.1

EXHIBIT 99.1

FOR IMMEDIATE RELEASE

ATLANTIC EXPRESS TRANSPORTATION CORP.

ANNOUNCES NOTES EXCHANGE OFFER

Staten Island, New York, August 31, 2005 —Atlantic Express Transportation Corp. (the “Company”) today announced the successful completion of its previously announced offer to exchange (the “Exchange Offer”) up to (i) $105.0 million in aggregate principal amount of its 12% Series B Senior Secured Notes due 2008, which have been registered under the Securities Act of 1933, as amended, for its outstanding unregistered 12% Series A Senior Secured Notes due 2008 and (ii) $10.0 million in aggregate principal amount of its Series B Senior Secured Floating Rate Notes due 2008, which have been registered under the Securities Act of 1933, as amended, for its outstanding unregistered Series A Senior Secured Floating Rate Notes due 2008.  The Exchange Offer expired in its terms today, August 31, 2005, at 5:00 p.m. New York City time.

According to The Bank of New York, the exchange agent for the Exchange Offer, all of the outstanding principal amount of the notes were tendered in the Exchange Offer.  The terms of the new notes are substantially identical to those of the old notes, except that the new notes do not bear any restrictions on transfer.

This announcement does not constitute an offer to sell or the solicitation of an offer to buy any securities.  The exchange offer is being made only by means of a prospectus, dated August 3, 2005, as supplemented by the prospectus supplement, dated August 4, 2005.

The Company is the fourth largest provider of school bus transportation in the United States and the leading provider in New York City, the largest market in which it operates.  The Company has contracts to provide school bus transportation in 113 school districts in New York, Missouri, Massachusetts, California, Pennsylvania, New Jersey and Illinois.  The Company generally provides services for the transportation of open enrollment students through the use of standard school buses, and the transportation of physically or mentally challenged students through the use of an assortment of vehicles, including standard school buses, passenger vans and lift-gate vehicles, which are capable of accommodating wheelchair-bound students.  The Company has a fleet of approximately 5,800 vehicles to service its school bus operations, consisting of school buses, minivans and cars, lift and ramp-equipped vehicles, coaches and service and support vehicles.

For additional information please contact:

Domenic Gatto, President and Chief Executive Officer

718-442-7000 ext. 8060

Website:     www.atlanticexpress.com

E-mail address:  corporatehq@atlanticexpress.com

Information contained in this news release other than statements of historical fact are forward-looking statements subject to various risks and uncertainties.  Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, no assurance can be given that such expectations will prove correct.  Factors that could cause the Company’s results to differ materially from the results in such forward-looking statements include failure to obtain the requisite consent of the holders of the Notes as currently contemplated.

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