Exhibit 10.20
                SECOND AMENDMENT TO ASSET ACQUISITION AGREEMENT

     This  SECOND  AMENDMENT  TO  ASSET  ACQUISITION   AGREEMENT  (this  "Second
Amendment"),  dated as of February 15, 2005, is by and among Southwest  Airlines
Co., a Texas  corporation  ("Southwest"),  and ATA  Holdings  Corp.,  an Indiana
corporation  ("Holdings") and its wholly-owned subsidiary ATA Airlines, Inc., an
Indiana  corporation  ("ATA")  (Holdings  and  ATA as  debtors  and  debtors  in
possession are  collectively  referred to as "Sellers" and each  individually is
referred to as "Seller").
                                R E C I T A L S

     WHEREAS,  Southwest,  Holdings  and ATA  entered  into that  certain  Asset
Acquisition  Agreement (the  "Agreement") as of December 22, 2004,  pursuant and
subject to the terms and  conditions of which,  among other things,  the Sellers
agreed to sell,  assign and  transfer  to  Southwest,  and  Southwest  agreed to
purchase  and acquire  from  Sellers,  certain  assets,  rights,  interests  and
properties of Sellers as described therein
     WHEREAS,  the Sellers and Southwest are parties to a the First Amendment to
Asset   Acquisition   Agreement  dated  as  of  January  31,  2005  (the  "First
Amendment"),  pursuant to which the parties agreed to extend the expiration date
for the assignment of the Midway Hangar and the Midway Hangar Property
     WHEREAS,  the Sellers and Southwest desire to further extend the expiration
date for the  assignment  of the Midway  Hangar and Midway  Hangar  Property  to
February 28, 2005.

                               A G R E E M E N T S

     NOW, THEREFORE, in consideration of the mutual agreements contained herein,
and subject to the terms and conditions  hereof, the parties hereto hereby agree
as follows:

     1. Definitions. All capitalized terms used but not elsewhere defined herein
shall have the respective meanings ascribed to such terms in the Agreement.

     2. Amendment to Agreement. The Agreement is amended by deleting the current
version of Section  12.3(b)(iii) in its entirety and  substituting the following
version in lieu  thereof;
  (iii) if the  Closing  shall not have  occurred on or
before February 15, 2005.

     3.  Continued  Force and  Effect.  The  Agreement,  as amended by the First
Amendment and this Second  Amendment,  and each and every  provision,  covenant,
representation,  warranty,  condition and right contained therein, as amended by
this Second  Amendment,  is hereby  ratified and affirmed as of the date hereof,
and shall  continue  in full force and  effect.

     4.  Counterparts.  This  Second  Amendment  may be  executed in one or more
counterparts,  each of which shall constitute an original and all of which, when
taken together, shall constitute one agreement.

     4. Governing Law. This Second  Amendment and the legal  relations among the
parties  hereto shall be governed by and construed in accordance  with the rules
and  substantive  Laws of the State of New York,  without regard to conflicts of
law provisions thereof.

IN WITNESS WHEREOF, this Second Amendment has been executed and delivered by
each of the parties hereto by a duly authorized officer of each such party on
the date first set forth above.

                                           SELLERS:

                                           ATA HOLDINGS CORP.


                                           By:      /s/ Gilbert F. Viets
                                           Name:    Gilbert F. Viets
                                           Title:   Executive Vice President
                                                    Chief Financial Officer


                                           ATA AIRLINES, INC.


                                           By:      /s/ Gilbert F. Viets
                                           Name:    Gilbert F. Viets
                                           Title:   Executive Vice President
                                                    Chief Financial Officer


                                           SOUTHWEST:

                                           SOUTHWEST AIRLINES CO.


                                           By:      /s/ Laura Wright
                                           Name:    Laura Wright
                                           Title:   SVP Finance and CFO

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