Exhibit 10.19
                 FIRST AMENDMENT TO ASSET ACQUISITION AGREEMENT
     This FIRST AMENDMENT TO ASSET ACQUISITION  AGREEMENT (this "First
Amendment"),dated  as of January 31, 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 termsand conditions of which, among other things,the Sellers
agreed to sell, 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 desire to extend the
expiration date for the assignment of the Midway Hangar and Midway Hangar
Property to February 15, 2005.
                               A G R E E M E N T S
     NOW, THEREFORE,  inconsideration 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
this First Amendment, and each and every provision, covenant, representation,
warranty, condition and right contained therein, as amended by this First
Amendment, is hereby ratified and affirmed as of the date hereof, and shall
continue in full force and effect.
 4. Counterparts. This First 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 First 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 First 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:   Senior Vice President Finance and
                                             CFO

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