8-K/A

               SECURITIES AND EXCHANGE COMMISSION
                      Washington, DC 20549


                           FORM 8-K/A
                        (Amendment No. 1)

                         CURRENT REPORT


Pursuant to Section 13 or 15(d) of the Securities Exchange Act of
                              1934



 Date of Report (Date of earliest event reported)  February 13,
                              2004



                           AIR T, INC.
     (Exact Name of Registrant as Specified in its Charter)




         Delaware                    0-11720                 52-1206400
(State or Other Jurisdiction   (Commission File Number)   (I.R.S. Employer
     of Incorporation)                                   Identification No.)


                        3524 Airport Road
                      Maiden, North Carolina 28650
            (Address of Principal Executive Offices)
                            (Zip Code)


                          (704) 377-2109
       (Registrant's Telephone Number, Including Area Code)

Explanatory Note

     This Amendment No. 1 to Current Report on Form 8-K/A of Air
T, Inc., amends our Current Report on Form 8-K dated February 13,
2004 (the "Initial Report").  The Initial Report was submitted to
report our announcement of our financial results for the three
and nine months ended December 31, 2003 by a press release issued
on February 13, 2004.  In filing the Initial Report, we
inadvertently omitted all components of the Initial Report other
than the press release.  This Amendment No. 1 restates the
Initial Report to include all components that had been omitted.

Item 7.   Financial Statements and Exhibits.

       (a)  Financial Statements

               Not applicable

       (b)  Pro Forma Financial Information

               Not applicable

       (c)  Exhibits

               Exhibit 99.1   Press release dated February 13,
                         2004 announcing financial results for
                         the three and nine months ended December
                         31, 2003

Item 12.  Results of Operations and Financial Condition.

     On February 13, 2004, we issued a press release announcing
our financial results for the three and nine months ended
December 31, 2003.  We are submitting that press release as
Exhibit 99.1 to this Amendment No. 1 on Form 8-K/A.

                     *          *          *

      Note:   The information contained herein (including Exhibit
99.1) shall not be deemed to be "filed" for the purposes of
Section 18 of the Securities Exchange Act of 1934, as amended, or
otherwise subject to the liabilities of that section.


SIGNATURE

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

Date: June 9, 2004

                          AIR T, INC.


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




                          Exhibit Index


Exhibit                    Description

Exhibit  Press release dated February 13, 2004
99.1     announcing financial results for the three and
         nine months ended December 31, 2003




                                                     Exhibit 99.1
               [insert the 2/13/04 press release]

EX-99

                                             February 13, 2004
                                             Contact:  John Gioffre
                                             Chief Financial Officer
                                             3524 Airport Road
                                             Maiden, NC  28065
                                             (828) 464-8741 Ext. 215


                        FOR IMMEDIATE RELEASE

         AIR T, INC. REPORTS UNAUDITED THIRD QUARTER RESULTS

MAIDEN,  NC  -  Air  T,  Inc. (AirT) (NASDAQ:  AIRT)  today  reported
unaudited consolidated net earnings of $230,000 ($0.08 per share) for
fiscal  2004's third quarter ended December 31, 2003, compared  to  a
net  earnings of $37,000 ($0.01 per share) for the third  quarter  of
fiscal  2003.  Consolidated revenues for fiscal 2004's third  quarter
were  $12,980,000 compared to $11,235,000 for the similar 2003 fiscal
quarter.   The current quarter's increased revenues and net  earnings
primarily  resulted from substantially increased air  cargo  revenue,
partially offset by decreased ground equipment sales and earnings  by
the Company's Global Ground Support (Global) subsidiary.  Nine month,
year-to-date,   consolidated  revenues   increased   $7,052,000,   to
$37,659,000, while net earnings increased $1,425,000 to current year-
to-date net earnings of $937,000.

AirT's  fiscal  2004's  net earnings for the  three  and  nine  month
periods  ended  December  31,  2003 are, respectively,  comprised  of
$309,000  and $1,365,000 in net earnings from continuing  operations,
offset  by  $79,000  and  $428,000 in net  losses  from  discontinued
operations.   The  Company decided to dispose of its  aviation  parts
brokerage  and overhaul services through its wholly owned  subsidiary
Mountain Aircraft Services, LLC ("MAS") during the fourth quarter  of
fiscal  2003, and a sale was completed during the second  quarter  of
fiscal  2004.   As  detailed  in  Financial  Highlights  below,   the
operations of MAS have been reclassified to reflect its results as  a
discontinued  operation  in  the  Company's  consolidated   financial
statements.

In  a  company  press release dated January 23, 2004,  Walter  Clark,
Chairman  and  Chief  Executive Officer of  AirT,  reported  Global's
receipt  of  a three-year extension of its existing four-year  supply
agreement with the U.S. Air Force.  In connection with the extension,
the  Air  Force  received funding approval to place an $11.3  million
equipment  order, to be completed by Global over the  next  three  to
four quarters.

AirT,   through  its  subsidiaries,  provides  overnight  air-freight
service  to  the  express  delivery  industry  and  manufactures  and
services  aviation and other specialized equipment.  AirT is  one  of
the  largest small aircraft air cargo operators in the United  States
and  currently operates a fleet of single and twin-engine  turbo-prop
aircraft nightly in the eastern half of the United States and Canada,
South America, Puerto Rico and the Virgin Islands.

Statements  in this press release, which contain more than historical
information,  may be considered forward-looking statements  (as  such
term  is defined in the Private Securities Litigation Reform  Act  of
1995),  which are subject to risks and uncertainties.  Actual results
may  differ  materially from those expressed in  the  forward-looking
statements  because  of important potential risks and  uncertainties,
including but not limited to the effects of economic, competitive and
market conditions in the aviation industry, the continuing impact  of
terrorist  activities and threats, market acceptance of new  products
and  services  and  changes  in government  regulations,  weather  or
technology.  A forward-looking statement is not a guarantee of future
events or circumstances, and those future events or circumstances may
not  occur  as  anticipated.   We are under  no  obligation,  and  we
expressly  disclaim any obligation, to update or alter  any  forward-
looking  statements,  whether as a result of new information,  future
events or otherwise.









                        FINANCIAL HIGHLIGHTS
       Restated to reflect the discontinued operations of MAS
                (In thousands, except per share data)


                                         Three Months Ended   Nine Months Ended
                                         12/31/03  12/31/02  12/31/03  12/31/02
Continuing Operations Revenues           $ 12,980  $ 11,235  $ 37,659  $ 30,607

Net Earnings from Continuing Operations       309       102     1,365     (162)
Net Loss from Discontinued Operations         (79)      (65)     (428)    (325)
Net Earnings                             $    230  $     37  $    937  $  (487)


Net Earnings (Loss) Per Share-Diluted:
Continuing Operations                    $   0.11  $    0.04 $   0.50  $ (0.06)
Discontinued Operations                     (0.03)     (0.03)   (0.16)   (0.12)
Total Net Earnings Per Share-Diluted     $   0.08  $    0.01 $   0.34  $ (0.18)

Average Common Shares Outstanding           2,748      2,726    2,731    2,726