December 17, 2018

Nick Swenson
Chief Executive Officer
Air T, Inc.
5930 Balsom Ridge Road
Denver, NC 28037

       Re: Air T, Inc.
           Air T Funding
           Registration Statement on Form S-1
           Filed November 20, 2018
           File No. 333-228485

Dear Mr. Swenson:

       We have limited our review of your registration statement to those
issues we have
addressed in our comments. In some of our comments, we may ask you to provide
us with
information so we may better understand your disclosure.

       Please respond to this letter by amending your registration statement
and providing the
requested information. If you do not believe our comments apply to your facts
and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

       After reviewing any amendment to your registration statement and the
information you
provide in response to these comments, we may have additional comments.

Form S-1

General

1.     You state on page 9 that warrants to purchase an aggregate of 680,000
Capital Securities
       are outstanding as of the date of the prospectus. It also appears based
on Exhibit 4.10 that
       the warrants are exercisable within one year. Please provide your
analysis of how the
       offering as structured is consistent with Section 5, given that it
appears that the filing of
       this registration statement is converting the private offering of
warrants into a public
       offering of warrants and the immediately exercisable underlying
security. For guidance,
       refer to Securities Act Sections Compliance and Disclosure
Interpretation 239.15.
2.     We also note that you are registering the offering of 2,000,000 shares
of Capital
       Securities, but there are only 680,000 warrants, each of which entitles
the holder to
 Nick Swenson
Air T, Inc.
December 17, 2018
Page 2
      purchase one Capital Security, currently outstanding. Please explain the
basis for
      including in this registration statement the offering of more than
680,000 shares of Capital
      Securities.
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

      You may contact J. Nolan McWilliams, Attorney-Advisor, at (202) 551-3217
or Justin
Dobbie, Legal Branch Chief, at (202) 551-3469 with any questions you may have.



                                                            Sincerely,
FirstName LastNameNick Swenson
                                                            Division of
Corporation Finance
Comapany NameAir T, Inc.
                                                            Office of
Transportation and Leisure
December 17, 2018 Page 2
cc:       Martin R. Rosenbaum
FirstName LastName