United States
                   Securities and Exchange Commission
                           Washington, D.C. 20549

                                  FORM 10-K

[X] Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act
    of 1934 for the fiscal year ended December 31, 2000.

[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange
    Act of 1934 for the  Transition  Period From               to

Commission file number 000-21642

                                 AMTRAN, INC.
            (Exact name of registrant as specified in its charter)

     Indiana                                               35-1617970
(State or other jurisdiction of                        (I.R.S.  Employer
 incorporation or organization)                         Identification No.)

   7337 West Washington Street
     Indianapolis, Indiana                                     46231
(Address of principal executive offices)                   (Zip  Code)

                                (317) 247-4000
            (Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

                                      None

Securities registered pursuant to Section 12(g) of the Act:

                          Title of each class
                      Common Stock, No Par Value

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such shorter  periods that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days. Yes X No ______

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not be contained,  to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ X ]

The aggregate  market value of shares of the  registrant's  Common Stock held by
non-affiliates  of the  registrant  (based on closing  price of shares of Common
Stock on the NASDAQ  National  Market on February  28,  2001) was  approximately
$34.8 million.

                    Applicable Only to Registrants Involved in Bankruptcy
                        Proceedings During the Preceding Five Years

Indicate  by  check  mark  whether  the registrant  has filed  all documents and
reports  required  to  be filed  by  Sections 12, 13 or 15(d) of  the Securities
Exchange  Act of 1934 subsequent  to the distribution of securities under a plan
confirmed by the court.  Yes ______   No ______

                     Applicable Only to Corporate Registrants

Indicate the number of shares outstanding of each of the registrant's classes of
common stock, as of the latest practical date.

Common Stock,  Without Par Value - 11,380,195 shares  outstanding as of February
28, 2001.

List hereunder the following documents if incorporated by reference and the Part
of the Form 10-K into which the document is  incorporated:(1)  Any annual report
to  security  holders;  (2) Any  proxy  or  information  statement;  and (3) Any
prospectus  filed  pursuant  to Rule 424(b) or (c) under the  Securities  Act of
1933.

Portions of the Amtran,  Inc. Proxy  Statement to be filed within 120 days after
the close of the last fiscal year are incorporated by reference into Part III.





<PAGE>

<TABLE>

<CAPTION>
                                                           TABLE OF CONTENTS
                                               FORM 10-K ANNUAL REPORT - 2000
                                                AMTRAN, INC. AND SUBSIDIARIES

PART I



                                                                                                                     Page #
PART I
<S>           <C>                                                                                                        <C>
         Item 1.     Business.............................................................................................3
         Item 2.     Properties..........................................................................................12
         Item 3.     Legal Proceedings...................................................................................13
         Item 4.     Submission of Matters to a Vote of Security Holders.................................................13
PART II
         Item 5.     Market for the Registrant's Common Stock and Related Security Holder Matters........................14
         Item 6.     Selected Consolidated Financial Data................................................................15
         Item 7.     Management's Discussion and Analysis of Financial Condition and Results of Operations...............16
         Item 7a.    Quantitative and Qualitative Disclosures About Market Risk..........................................43
         Item 8.     Financial Statements and Supplementary Data.........................................................44
         Item 9.     Changes in and Disagreements with Accountants on Accounting and Financial Disclosure................66
PART III
         Item 10.    Directors and Officers of the Registrant............................................................67
         Item 11.    Executive Compensation..............................................................................67
         Item 12.    Security Ownership of Certain Beneficial Owners and Management......................................67
         Item 13.    Certain Relationships and Related Transactions......................................................67
PART IV
         Item 14.    Exhibits, Financial Statement Schedule and Reports on Form 8-K......................................68
         Item 14d.   Valuation and Qualifying Accounts...................................................................69
</TABLE>



Item 1.           Business

Amtran,  Inc. (the  "Company") owns American Trans Air, Inc.  ("ATA"),  the 11th
largest  passenger  airline in the United  States  (based on 2000  capacity  and
traffic) and a provider of  airline-related  services in selected  markets.  The
Company is the largest  commercial  charter airline in the United States and the
largest  provider of passenger  airline services to the U.S.  military,  in each
case based on 2000 revenue.  For the year ended  December 31, 2000, the revenues
of the Company consisted of 58.3% scheduled  service,  19.1% commercial  charter
service  and 14.6%  military  charter  service,  with the balance  derived  from
related services. The Company is an Indiana corporation incorporated in 1984.





PART I - Continued


Segment Information

The Company  identifies its business  segments on the basis of similar  products
and services. The airline segment derives its revenues principally from the sale
of scheduled  service,  commercial charter and  military/government  charter air
transportation.  The tour  operator  segment  (ATA  Leisure  Corp.)  derives its
revenues  primarily  from the sale of  vacation  packages  that,  in addition to
scheduled service and commercial charter air  transportation,  typically include
hotels,  rental  cars  and  other  ground  arrangements.  For  detailed  segment
disclosures,  see  "Financial  Statements  and  Supplementary  Data -  Notes  to
Consolidated Financial Statements - Note 14 - Segment Disclosures."

During 1999, the Company acquired several  independent tour operator  businesses
and combined  their  operations  with the Company's  existing  vacation  package
brand,  ATA Vacations,  to form ATA Leisure Corp. See "Financial  Statements and
Supplementary  Data -  Notes  to  Consolidated  Financial  Statements  - Note 13
-Acquisition of Businesses."

Scheduled Service

The Company  provides  scheduled  service  through ATA to selected  destinations
primarily from its gateways at Chicago-Midway and Indianapolis and also provides
transpacific services between the western United States, Chicago and New York to
Hawaii.  During  the  second  and third  quarters  of 2000,  the  Company  began
operating  nonstop  flights  from  Chicago-Midway  to Ronald  Reagan  Washington
National Airport,  Boston,  Seattle and  Minneapolis-St.  Paul. The Company also
began  nonstop  service  in  December  2000  to  Hawaii  from  Chicago's  O'Hare
International Airport and New York's John F. Kennedy International  Airport. The
Company  focuses on routes  where it  believes  it can be a leading  provider of
nonstop service and targets leisure and value-oriented business travelers.

The Company believes that it has significant  competitive  advantages in each of
its primary markets.

     o Chicago-Midway,  the Company's largest and fastest growing gateway,  rep-
resented  approximately  63.5% of the Company's total scheduled service capacity
in 2000.  The Company is the number one carrier in terms of market share,  based
on origin and  destination  revenue  passengers,  on 16 of the 18  non-stop  jet
routes it serves from  Chicago-Midway.  The Company believes its service at this
gateway  would be difficult to replicate  because of limited  airport  capacity.
This competitive position is enhanced by Chicago-Midway's  proximity to downtown
Chicago and the fact that, for a substantial  portion of the  population  within
the metropolitan  region,  Chicago-Midway  is the most convenient  airport.  The
Company also enjoys a strong competitive position relative to the entire Chicago
metropolitan  area.  The  Company is the  number one  carrier in terms of market
share on four of its 18 non-stop  jet routes  after  taking  into  consideration
competitors'   flights   originating   from  both   Chicago-Midway   and  O'Hare
International  Airport,  and is one of the top five  carriers in terms of market
share on those routes on which it is not the number one carrier.  The  Company's
Chicago-Midway  operations  include  service  to a number of  midwestern  cities
provided by its  commuter  airline  subsidiary,  Chicago  Express.  This service
provides an  increasingly  important  source of feeder  traffic for  longer-haul
flights from  Chicago-Midway.  The Company  began service at  Chicago-Midway  in
December 1992.

     o Hawaii represented  approximately  17.0% of the Company's total scheduled
service capacity in 2000. The Company believes it is the lowest-cost provider of
scheduled  service  between  the  western  United  States  and  Hawaii, which is
critical in  this price-sensitive,  predominantly  leisure  market. Furthermore,
a majority of the  Company's  capacity in the  Hawaiian  market is contracted to
the nation's largest independent Hawaiian tour operator, which assumes capacity,
yield and most fuel risk. The Company has served the Hawaiian market  since 1974
through its commercial charter operations and since 1987 through  its  scheduled
service operations.

     o Indianapolis  represented  approximately  12.2%  of  the  Company's total
scheduled  service capacity  in 2000.  The Company began scheduled  service from
Indianapolis in 1986 and believes that it benefits  from being  perceived as the
hometown  airline.  The  Company  is the  number one provider in terms of market
share,  based on origin and  destination  revenue  passengers,  in  seven of its
eight jet  routes  from  Indianapolis.  In Indianapolis,  the  Company  operates
Ambassadair, the  nation's largest  travel club, with approximately 38,500 indi-
vidual or  family  memberships,  providing  the  Company  with a local marketing
advantage similar to a frequent flier program.

Commercial Charter Service

The Company is the largest  commercial  passenger  charter airline in the United
States and  provides  services  throughout  the  world,  primarily  to U.S.  and
European  tour  operators.  The Company seeks to maximize the  profitability  of
these  operations by leveraging its leading market  position,  diverse  aircraft
fleet and worldwide  operating  capability.  The Company believes its commercial
charter services are a predictable  source of revenues and operating  profits in
part because its commercial  charter  contracts require tour operators to assume
capacity,  yield and fuel price risk, and also because of the Company's  ability
to re-deploy assets into alternate markets.

Military/Government Charter Service

The Company has provided  passenger  airline services to the U.S. military since
1983 and is currently the largest commercial airline provider of these services.
The Company  believes that because these  operations are generally less seasonal
than  leisure  travel,  they  have  tended to have a  stabilizing  impact on the
Company's  operating margins.  The U.S. government awards one-year contracts for
its military charter business and  pre-negotiates  contract prices for each type
of aircraft that a carrier makes available.  The Company believes that its fleet
of aircraft is well-suited to the needs of the military.

ATA Leisure Corp.

The  Company  has  provided  vacation  package  sales to its  scheduled  service
customers under the wholly owned brand of ATA Vacations since 1987. In addition,
the Company has served primarily vacation travelers in the Detroit  metropolitan
area for approximately 15 years in its commercial charter business.  In order to
grow and consolidate its vacation package business, the Company acquired several
Detroit-area tour operators in 1999 (see "Financial Statements and Supplementary
Data - Notes to  Consolidated  Financial  Statements - Note 13 - Acquisition  of
Businesses")  The Company operates all of its vacation package brands as the ATA
Leisure Corp., with administrative offices based in Detroit.



Strategy

The Company  intends to enhance its position as a leading  provider of passenger
airline  services to selected markets where it can capitalize on its competitive
strengths. The key components of this strategy are:

Participate in Markets Where it Can Be a Leader
The  Company  focuses on markets  where it can be a leading  provider of airline
services.  In scheduled service, the Company concentrates on routes where it can
be the  number one or number two  carrier.  The  Company  achieves  this  result
principally through nonstop schedules, value-oriented pricing, focused marketing
efforts and certain airport and aircraft advantages.  The Company is the leading
provider of commercial  and military  charter  services in large part because of
its  variety  of  aircraft  types,  superior  operational  performance  and  its
worldwide service capability.

Maintain Low-Cost Position
For 2000,  1999 and 1998,  the Company's  operating cost per available seat mile
("CASM") of 7.86(cent), 6.84(cent) and 6.09(cent),  respectively, was one of the
lowest  among  large U.S.  passenger  airlines.  The  airline  segment  CASM was
7.19(cent),  6.17(cent)  and  5.94(cent),  respectively,  for  the  same  annual
periods.  In 2000 and 1999,  the Company's  CASM was  significantly  impacted by
higher  fuel costs.  The  Company's  CASM,  adjusted  to 1998 fuel  prices,  was
7.19(cent),  6.72(cent) and 6.09(cent),  respectively,  for 2000, 1999 and 1998.
See "Management's  Discussion and Analysis of Financial Condition and Results of
Operations - Results of Operations in Cents per ASM." The Company  believes that
its lower costs  provide a  significant  competitive  advantage,  allowing it to
operate  profitably  while pricing  competitively  in the scheduled  service and
commercial  and  military  charter  markets.  The Company  believes its low-cost
position is primarily derived from its simplified  product,  route structure and
low overhead costs.

In May 2000,  the Company  entered into a series of  preliminary  agreements  to
acquire 39 new Boeing  737-800  aircraft,  and 10 new Boeing  757-300  aircraft.
These  aircraft are scheduled to replace the  Company's 24 older Boeing  727-200
aircraft,  which will be retired from service between 2001 and 2002. The Company
expects to achieve  significant  operating cost savings with the introduction of
these new aircraft,  including (a) reduced fuel consumption; (b) transition from
three-person to two-person cockpit crews; (c) lowered maintenance costs; and (d)
improved utilization and dispatch reliability.  The Company will accept delivery
of the initial new aircraft in May 2001, and all new aircraft are expected to be
in service by 2004.

Target Growth Opportunities
The  Company  intends to expand its  operations  selectively  in areas  where it
believes it can achieve attractive financial returns.

Scheduled  Service  Expansion at  Chicago-Midway.  The Company plans to increase
frequencies and potentially add new destinations from its Chicago-Midway gateway
over the next 12 months.  The  Company  will also occupy  additional  gates upon
completion of the new terminal at  Chicago-Midway  to facilitate these expanding
operations.  In addition,  the Company is using the proceeds of a $17.0  million
Special  Facility  Revenue Bond issued in December  1999 to pay a portion of the
cost of construction of a Federal  Inspection  Service  facility  ("FIS") at the
Chicago-Midway  Airport.  This  will  allow  international  flights  to  operate
directly  to and  from  Chicago-Midway.  This FIS  facility  is  expected  to be
completed in late 2001.

Selected  Strategic  Transactions  The Company  continually  evaluates  possible
acquisitions  of  related   businesses  or  interests  therein  to  enhance  its
competitive  position in its market segments.  In addition,  the Company has and
will  continue  to  evaluate  other  possible  business  combinations  or  other
strategic   transactions,   some  of  which  could  result  in  an  increase  in
indebtedness, a change of control of Amtran, Inc., or both.

Industry Overview

Scheduled Airline Service
During 2000,  several  significant  large  airline  business  combinations  were
announced,  and several large carriers have considered or are considering  other
combinations.  Such combinations,  if approved by regulatory authorities,  could
significantly  increase the percentage of domestic  scheduled service controlled
by the largest airlines.

Commercial and Military/Government Charter Airline Service
In the United States,  the passenger charter airline business is served by major
scheduled  airlines  and  a  number  of  U.S.  and  non-U.S.  charter  airlines.
Historically,  charter  airlines  have  supplemented  the  service  provided  by
scheduled  airlines by  providing  additional  capacity at times of peak demand,
such as during the Persian Gulf War, and on a  longer-term  basis to  supplement
the U.S.  military's own passenger fleet.  Based on the most recently  available
U.S. Department of Transportation  ("DOT") statistics,  total charter flights by
all U.S.  airlines  represented  approximately  2.7% of all available seat miles
("ASMs")  flown within the United States during the twelve months ended June 30,
2000.
<PAGE>

The Company's Airline Operations

Services Offered
The following  table provides a summary of the Company's  major revenue  sources
for the periods indicated:

<TABLE>
<CAPTION>
                                                                   Year Ended December 31,

                                           2000              1999            1998             1997            1996
                                           ----              ----            ----             ----            ----
                                                                     (Dollars in millions)
<S>                                    <C>              <C>               <C>              <C>             <C>
Scheduled Service                        $ 753.3          $ 624.6         $ 511.3          $ 371.8         $ 386.5
                                         -------          -------         -------          -------         -------

Commercial Charter                         246.7            263.8           222.6            228.1           226.4
Military Charter                           188.6            126.2           121.9            131.1            84.2
                                           -----            -----           -----            -----            ----
      Total Charter Service                435.3            390.0           344.5            359.2           310.6
                                           -----            -----           -----            -----           -----

Other                                      103.0            107.8            63.6             52.2            53.8
                                           -----            -----            ----             ----            ----

      Total                            $ 1,291.6        $ 1,122.4         $ 919.4          $ 783.2         $ 750.9
                                       ---------        ---------         -------          -------         -------
</TABLE>


Scheduled Service
The Company  provides  scheduled  airline  services on selected  routes where it
believes that it can be one of the leading  carriers in those markets,  focusing
primarily on low-cost, nonstop or direct flights. The Company currently provides
scheduled  service  primarily  from its  gateway  cities of  Chicago-Midway  and
Indianapolis  to popular  vacation  destinations  such as Hawaii,  Phoenix,  Las
Vegas, Florida,  California,  Mexico and the Caribbean, as well as to New York's
John F. Kennedy and LaGuardia Airports, Philadelphia,  Denver, Dallas-Ft. Worth,
Washington, D.C., Boston, Seattle and Minneapolis-St. Paul. Virtually all of the
Company's  scheduled service revenue growth has resulted from expanded flying to
and from Chicago-Midway.

Beginning in April 1997,  the Company had entered  into a  code-share  agreement
with   Chicago   Express  to  operate   passenger   airline   services   between
Chicago-Midway  and other  midwestern  cities using  Jetstream 31s. On April 30,
1999, the Company  acquired all of the issued and  outstanding  stock of Chicago
Express.  Chicago  Express'  results of operations,  beginning in May 1999, were
consolidated  into  those of the  Company,  replacing  the fixed fee per  flight
previously  recorded  by the  Company.  This  generated  no  material  change to
operating  revenues or expenses.  Chicago  Express  began service to South Bend,
Indiana in October 2000 and ceased flying to Lansing, Michigan in November 2000.
In January  2000,  Chicago  Express  entered into an agreement to purchase  nine
34-seat Saab 340B  aircraft,  engines and related  parts.  These  aircraft  were
placed into service during the first three quarters of 2000 in conjunction  with
the retirement from service of the Jetstream 31s.

Included in the Company's jet scheduled  service are bulk sales  agreements with
tour  operators.  Under these  arrangements,  which are very  similar to charter
sales,  the tour  operator  may  take up to 85% of an  aircraft  as a  bulk-seat
purchase.  The seats that the Company retains are sold through its own scheduled
service  distribution  network.  Under bulk sales  arrangements,  the Company is
obligated to provide transportation to the tour operators' customers even in the
event of  non-payment to the Company by tour  operators.  To minimize its credit
exposure under these  arrangements,  the Company  requires bonding or a security
deposit for a portion of the contract  price.  Bulk seat sales amounted to $84.5
million,  $71.2 million and $68.6 million in 2000, 1999 and 1998,  respectively,
which  represented  6.5%,  6.3%  and  7.5%,   respectively,   of  the  Company's
consolidated revenues for such periods.

Commercial Charter
Commercial  charter  represented 19.1%,  23.5% and 24.2%,  respectively,  of the
Company's consolidated revenues for 2000, 1999 and 1998. The Company's principal
customers  for  commercial  charter are tour  operators,  sponsors of  incentive
travel packages and specialty charter customers.

Tour Operator Programs.  These leisure-market  programs are generally contracted
for repetitive,  round-trip patterns, operating over varying periods of time. In
such  an  arrangement,  the  tour  operator  pays a fixed  price  for use of the
aircraft,  including the crew and all necessary  passenger and aircraft handling
services,  and  assumes  responsibility  and  risk  for the  actual  sale of the
available aircraft seats.  Under most of its contracts with tour operators,  the
Company passes through  increases in fuel costs from a contracted  price.  Under
these contracts, if the fuel price increase causes the tour operator's fuel cost
to rise in excess of 10%,  the tour  operator  has the option of  canceling  the
contract.  The Company experienced no significant contract cancellations in 2000
or 1999 as a result of fuel price  increases.  The Company is required to absorb
increases in fuel costs that occur within 14 days of flight time.

Although the Company  serves tour  operators on a worldwide  basis,  its primary
customers are  U.S.-based.  The Company's  five largest tour operator  customers
represented approximately 11.9%, 12.5% and 14.4%, respectively, of the Company's
consolidated revenues for 2000, 1999 and 1998, and the ten largest tour operator
customers represented approximately 12.8%, 14.7% and 17.5%, respectively, of the
Company's consolidated revenues for the same periods.

Incentive  Travel   Programs.   Many   corporations   offer  travel  to  leisure
destinations  or special  events as incentive  awards for their  employees.  The
Company  has  historically  provided  air  travel for many  corporate  incentive
programs.  Incentive  travel customers range from national  incentive  marketing
companies who arrange such programs for corporate clients, to large corporations
that handle their incentive travel programs on an in-house basis.

Specialty  Charters.  The Company  operates a  significant  number of  specialty
charter flights.  These programs are normally  contracted on a single round-trip
basis and vary  extensively  in  nature.  These  flights  allow the  Company  to
increase aircraft utilization during off-peak periods.

Military/Government Charter
In 2000,  1999 and  1998,  sales to the U.S.  military  and  other  governmental
agencies  were  approximately  14.6%,  11.2%  and  13.3%,  respectively,  of the
Company's consolidated revenues.  Traditionally, the Company's focus has been on
short-term military "contract  expansion" business which is routinely awarded by
the U.S.  government  based on  availability of appropriate  aircraft.  The U.S.
government  awards  one-year  contracts  for its military  charter  business and
pre-negotiates  contract  prices  for each  type of  aircraft  a  carrier  makes
available.  Such  contracts are awarded based upon the  participating  airlines'
average costs.  The short-term  expansion  business is awarded pro rata to those
carriers with aircraft  availability  who have been awarded the most fixed-award
business, and then to any additional carrier that has aircraft available.

The overall amount of military flying that the Company  performs in any one year
is dependent upon several factors,  including (i) the percentage of mobilization
value points represented by the Company's team as compared to total mobilization
value  points of all  providers  of military  service;  (ii) the  percentage  of
passenger capacity of the Company with respect to its own team; (iii) the amount
of  fixed-award  and  expansion  flying  required  by the U.S.  military in each
contract year; and (iv) the availability of the Company's aircraft to accept and
fly expansion awards. Under its current teaming arrangement, the Company expects
its  military/government  charter revenues to decrease to  approximately  $141.6
million for the contract year ending  September  2001.  This  represents a 16.5%
decrease from $169.5 million earned in the contract year ending September 2000.

The Company is subject to biennial inspections by the U.S. Department of Defense
as a condition of retaining its eligibility to perform military charter flights.
The last such inspection was completed in the fourth quarter of 1999.

Other Business
In  addition  to its  charter  and  scheduled  service  businesses,  the Company
operates   several  other  smaller   businesses   that  complement  its  airline
businesses.  The Company  sells  ground  arrangements  (hotels,  car rentals and
attractions)  through  its  Ambassadair  and  ATA  Leisure  Corp.  subsidiaries;
provides  airframe and power plant mechanic  training through American Trans Air
Training  Corporation;  and provides  helicopter  charter  services  through its
ExecuJet  subsidiary.  Additionally,  the Company,  through its  subsidiary  ATA
Cargo,  Inc.,  markets  cargo  services  primarily  in the  Company's  scheduled
operations.  In aggregate,  these businesses,  together with incidental revenues
associated  with core charter and scheduled  service  operations,  accounted for
8.0%, 9.6% and 6.9%,  respectively,  of consolidated  revenues in 2000, 1999 and
1998.

Aircraft Fleet

As of December  31,  2000,  ATA was  certified to operate a fleet of 19 Lockheed
L-1011s,  24 Boeing  727-200ADVs and 15 Boeing 757-200s.  The Company's commuter
affiliate,  Chicago  Express,  was  separately  certified to operate 9 Saab 340B
propeller aircraft as of December 31, 2000.

Lockheed L-1011 Aircraft
The Company's 19 Lockheed  L-1011 aircraft are wide-body  aircraft,  11 of which
have a range  of 2,971  nautical  miles,  three  of which  have a range of 3,425
nautical miles,  and five of which have a range of 5,577 nautical  miles.  These
aircraft  conform  to the  FAA's  Stage  3  noise  requirements  and  have a low
ownership cost relative to other wide-body  aircraft types. See "- Environmental
Matters."  These aircraft have an average age of  approximately  24 years. As of
December 31, 2000,  the Company owned 18 of these  aircraft and one was under an
operating  lease that  expires in March  2003.  Certain of the  Lockheed  L-1011
aircraft  owned by the  Company  are  subject to  mortgages  and other  security
interests  granted  in  favor  of  the  Company's  lenders.   See  "Management's
Discussion  and  Analysis of  Financial  Condition  and Results of  Operations -
Liquidity and Capital Resources."

Boeing 727-200ADV Aircraft
The Company's 24 Boeing  727-200ADV  aircraft are narrow-body  aircraft equipped
with high-thrust, JT8D-17/-17A engines and have a range of 2,050 nautical miles.
These aircraft conform to Stage 3 noise  requirements and have an average age of
approximately  21 years.  As of December 31, 2000, the Company owned 13 of these
aircraft,  while leasing the remaining 11 aircraft with initial lease terms that
expire between December 2000 and September 2003,  subject to the Company's right
to extend each lease for varying terms or purchase the aircraft.
Boeing 757-200 Aircraft
The  Company's  15 Boeing  757-200  aircraft  are  relatively  new,  narrow-body
aircraft, all of which have a range of 3,679 nautical miles. These aircraft, all
of which are leased, have an average age of approximately 3 years and meet Stage
3 noise requirements.  The Company's Boeing 757-200s have higher ownership costs
than the Company's  Lockheed L-1011 and Boeing  727-200ADV  aircraft,  but lower
operational costs. In addition,  the Company's Boeing 757-200s have the capacity
to operate on extended  flights over water.  The leases for the Company's Boeing
757-200  aircraft  have  initial  terms  that  expire on various  dates  between
December 2001 and September 2022,  subject to the Company's right to extend each
lease for varying terms.

Saab 340B Aircraft
The Company's  nine Saab 340B aircraft are commuter  aircraft with two turboprop
engines.  These 34-seat  aircraft have an average age of approximately 11 years.
The Company leases all of these aircraft.

New Aircraft Acquisitions
In the second quarter of 2000,  the Company  entered into a series of agreements
to acquire 39 new Boeing 737-800  aircraft,  and 10 new Boeing 757-300 aircraft.
These aircraft will have Boeing's latest technology and are  significantly  more
fuel-efficient  than the Company's existing 3-engine fleets. The Company expects
to achieve significant operating cost savings with the introduction of these new
aircraft, resulting from reduced fuel consumption,  transition from three-person
to  two-person  cockpit  crews and  improved  reliability.  The Company  expects
delivery of these aircraft to begin in May 2001 and to be substantially complete
by December 2002.

Although  Lockheed  L-1011 and Boeing 727-200  aircraft are subject to the FAA's
Aging Aircraft  program,  the Company does not currently expect that its cost of
compliance for these aircraft will be material. See "- Regulation."

Flight Operations

Worldwide  flight  operations are planned and controlled by the Company's Flight
Operations Group based in Indianapolis,  Indiana,  which is staffed on a 24-hour
basis, seven days a week.  Logistical support necessary for extended  operations
away  from  the  Company's  fixed  bases  is  coordinated   through  its  global
communications  network. The Company has the ability to dispatch maintenance and
operational personnel and equipment as necessary to support temporary operations
around the world.

Maintenance and Support

The Company's  Maintenance  and  Engineering  Center is located at  Indianapolis
International  Airport.  This 120,000 square-foot  facility was designed to meet
the  maintenance  needs of the Company's  fleet and to provide  supervision  and
control of purchased maintenance  services.  The Company has approximately 1,270
employees supporting its maintenance and technical efforts.

The Company currently maintains 15 permanent maintenance  facilities,  including
its Indianapolis facility. In addition, the Company utilizes "road teams," which
are  dispatched  primarily as charter flight  operations  require to arrange and
supervise  maintenance  services at temporary  locations.  The Company also uses
road teams to supervise all maintenance not performed in-house.






Fuel Price Risk Management

The Company has fuel  reimbursement  clauses and  guarantees,  which  applied to
approximately 33.5%, 34.8% and 45.0%, respectively,  of consolidated revenues in
2000, 1999 and 1998. The Company engaged in a fuel-hedging  program from 1998 to
mid-1999,  which hedged a portion of its scheduled  service fuel exposure during
that time period.  The Company  re-established  its fuel-hedging  program in the
third  quarter  of 2000 and  expects  to  continue  this  program  in 2001.  See
"Management's  Discussion  and  Analysis of Financial  Condition  and Results of
Operations - Operating Expenses - Fuel and Oil."

Competition

The  Company's  products and services  face varying  degrees of  competition  in
diverse markets.

Competition for Scheduled Services
In scheduled service, the Company competes both against the large U.S. scheduled
service  airlines and, from time to time,  against smaller  regional or start-up
airlines.  Competition  is  generally  on  the  basis  of  price,  schedule  and
frequency, quality of service and convenience.

Competition for Commercial Charter Services
In the commercial  charter market,  the Company  competes both against the major
U.S. scheduled  airlines and against small U.S. charter airlines.  The scheduled
carriers  compete for leisure  travel  customers  with the Company's  commercial
charter operations in a variety of ways, including wholesaling  discounted seats
on  scheduled  flights to tour  operators,  promoting  packaged  tours to travel
agents  for  sale to  retail  customers  and  selling  discounted,  airfare-only
products  to the  public.  As a result,  all  charter  airlines,  including  the
Company,  generally  are  required to compete for  customers  against the lowest
revenue-generating seats of the scheduled airlines.

The Company also competes against several U.S. and foreign charter airlines.  In
the United States,  these charter airlines are smaller in size than the Company.
In Europe,  several  charter  airlines  are as large or larger than the Company.
Certain European charter airlines are affiliates of large scheduled  airlines or
tour operators.

Competition for Military/Government Charter Services
The Company competes for military and other  government  charters with primarily
smaller U.S.  airlines.  The  allocation  of U.S.  military  air  transportation
contracts  is based  upon the number  and type of  aircraft a carrier,  alone or
through a teaming  arrangement,  makes available for use to the military,  among
other factors.

Insurance

The Company  carries  types and amounts of  insurance  customary  in the airline
industry, including coverage for public liability, passenger liability, property
damage,  aircraft  loss or damage,  baggage  and cargo  liability  and  workers'
compensation.  Under the Company's  current insurance  policies,  it will not be
covered by such insurance  were it to fly,  without the consent of its insurance
provider, to certain high-risk countries.  The Company will support certain U.S.
government  operations  in areas  where its  insurance  policy  does not provide
coverage when the U.S. government provides replacement insurance coverage.

Employees

As of December 31, 2000, the Company had approximately  7,800 full and part-time
employees,  approximately  2,675  of  whom  were  represented  under  collective
bargaining  agreements.  The Company's flight  attendants are represented by the
Association of Flight  Attendants  ("AFA"),  and the Company's cockpit crews are
represented by the Air Line Pilots Association ("ALPA").  The current collective
bargaining  agreement  with the AFA was  ratified  in April 2000 and will become
subject  to  amendment  in  October  2004.  The  current  collective  bargaining
agreement  with  ALPA  became  subject  to  amendment,  but did not  expire,  in
September 2000. The Company began  negotiations  with ALPA in the second quarter
of 2000 to amend the  collective  bargaining  agreement,  and  negotiations  are
currently in progress.

The Company's flight dispatchers  elected the Transport Workers Union ("TWU") to
represent  them in October  1999,  and a  collective  agreement  was ratified in
August 2000, which will become subject to amendment in August 2004.

The Company  believes that  relations with its employees are good. Any prolonged
dispute with  employees,  whether or not  represented by a union,  could have an
adverse impact on the Company's operations.

Regulation

The  Company is subject to a wide range of  governmental  regulation,  including
that of the DOT and the Federal Aviation Administration ("FAA").

The DOT principally regulates economic matters affecting air service, including:
air  carrier  certification  and  fitness;   insurance;   leasing  arrangements;
allocation of route rights and  authorization of proposed  scheduled and charter
operations;   allocation  of  landing  slots  and  departing   slots;   consumer
protection;  and  competitive  practices.  The FAA  primarily  regulates  flight
operations,  especially  matters affecting air safety,  including  airworthiness
requirements for each type of aircraft and crew certification.  The FAA requires
each carrier to obtain an operating  certificate  and operations  specifications
authorizing the carrier to fly to specific airports using specified equipment.

Several aspects of airline  operations are subject to regulation or oversight by
federal  agencies  other than the DOT and FAA. The United States Postal  Service
has jurisdiction over certain aspects of the  transportation of mail and related
services provided by the Company through its cargo affiliate. Labor relations in
the air transportation  industry are generally regulated under the Railway Labor
Act, which vests in the National  Mediation Board certain regulatory powers with
respect to disputes  between  airlines and labor unions arising under collective
bargaining agreements. The Company is subject to the jurisdiction of the Federal
Communications  Commission regarding the utilization of its radio facilities. In
addition, the Immigration and Naturalization  Service, the U.S. Customs Service,
and the  Animal  and  Plant  Health  Inspection  Service  of the  Department  of
Agriculture  have  jurisdiction  over  inspection  of  the  Company's  aircraft,
passengers and cargo to ensure the Company's  compliance with U.S.  immigration,
customs and import  laws.  Also,  while the  Company's  aircraft  are in foreign
countries,  they must comply with the  requirements  of similar  authorities  in
those countries. The Commerce Department also regulates the export and re-export
of the Company's U.S.-manufactured aircraft and equipment.

In addition to various federal regulations, local governments and authorities in
certain markets have adopted  regulations  governing various aspects of aircraft
operations,  including noise abatement,  curfews and use of airport  facilities.
Many U.S. airports have adopted or are considering adopting a Passenger Facility
Charge of up to $3.00  generally  payable by each  passenger  departing from the
airport and remitted by the Company to the applicable airport authority.

At the Company's aircraft  maintenance  facilities,  materials are used that are
regulated  as  hazardous  under  federal,  state or local  laws.  The Company is
required to maintain  programs  to protect the safety of the  employees  who use
these  materials and to manage and dispose of any waste  generated by the use of
these materials in compliance  with these laws.  More generally,  the Company is
also  subject  at these  facilities  to  federal,  state and  local  regulations
relating to protection of the  environment and to discharge of material into the
environment.  The Company does not expect that the costs associated with ongoing
compliance  with any of these  regulations  will have a  material  impact on the
Company's capital  expenditures,  earnings or competitive  position.  Additional
laws  and  regulations   have  been  proposed  from  time  to  time  that  could
significantly increase the cost of airline operations by, for instance, imposing
additional requirements or restrictions on operations.

Based upon  bilateral  aviation  agreements  between the U.S. and other nations,
and, in the absence of such agreements,  comity and reciprocity principles,  the
Company,  as a charter carrier,  is generally not restricted as to the frequency
of its flights to and from most foreign destinations.  However, these agreements
generally  restrict  the  Company to the  carriage  of  passengers  and cargo on
flights  which either  originate in the U.S. and  terminate in a single  foreign
nation,  or which originate in a single foreign nation and terminate in the U.S.
The civil  aeronautics  authorities  in the relevant  countries  must  generally
specifically  approve proposals for any additional charter service.  Approval of
such requests is typically based on considerations of comity and reciprocity and
cannot be guaranteed.

The Company  believes it is in  compliance  with all  requirements  necessary to
maintain in good standing its operating authority granted by the DOT and its air
carrier-operating  certificate issued by the FAA. A modification,  suspension or
revocation  of any of the Company's DOT or FAA  authorizations  or  certificates
could have a material adverse effect upon the Company.

Environmental Matters

Under the Airport  Noise and Capacity  Act of 1990 and related FAA  regulations,
the Company's  aircraft must comply with certain Stage 3 noise  restrictions  by
certain  specified  deadlines.  In  general,  the  Company  is  prohibited  from
operating any Stage 2 aircraft after December 31, 1999. As of December 31, 2000,
the Company's entire fleet met Stage 3 requirements.

In addition to the  aircraft  noise  regulations  administered  by the FAA,  the
Environmental  Protection  Agency  regulates  operations,  including air carrier
operations,  which affect the quality of air in the United  States.  The Company
believes it has made all necessary  modifications to its operating fleet to meet
fuel-venting requirements and smoke-emissions standards.

Item 2.    Properties

The Company leases three adjacent office buildings in Indianapolis consisting of
approximately 136,000 square feet. These buildings are located approximately one
mile  from  the  Indianapolis  International  Airport  terminal  and are used as
principal business offices and for the Indianapolis reservations center.

The Company's Maintenance and Engineering Center is also located at Indianapolis
International  Airport. This  120,000-square-foot  facility was designed to meet
the base maintenance  needs of the Company's  operations,  as well as to provide
support services for other maintenance locations.  The Indianapolis  Maintenance
and  Engineering  Center  is an  FAA-certificated  repair  station  and  has the
capability  to perform  routine and  non-routine  maintenance  on the  Company's
aircraft.

In 1995,  the Company  leased  Hangar No. 2 at Chicago's  Midway  Airport for an
initial lease term of ten years,  subject to two five-year renewal options.  The
Company has completed significant improvements to this leased property, which is
used to provide  line  maintenance  for the Boeing  757-200  and Boeing  727-200
narrow-body  fleets. The Company also leases an  18,700-square-foot  reservation
facility  located near Chicago's  O'Hare  Airport.  During the second quarter of
1999,  the Company  completed  construction  of a  120,000-square-foot  building
immediately  adjacent  to the  Company's  hangar at  Indianapolis  International
Airport. This facility is used primarily by operations and maintenance staff.
The Company routinely leases various properties at airports for use by passenger
service, flight operations and maintenance staffs.

At December 31, 2000, ATA and Chicago  Express were certified to operate a fleet
of 67 aircraft. The following table summarizes the ownership  characteristics of
each aircraft type operated by the Company as of the end of 2000.

<TABLE>
<CAPTION>



                                                          Owned (Encumbered
                                            Owned          -Pledged on Bank       Leased (Fixed      Operating-Lease
                                         (Unencumbered)  Facility or Other Debt)      Buy-out)         (No Buy-out)           Total

<S>                                               <C>                     <C>             <C>                <C>               <C>
Boeing 727-200ADV                                 3                       10              11                  -                24

Boeing 757-200ER                                  -                        -              13                  2                15

Lockheed L-1011-50/100                            1                       12              -                   1                14

Lockheed L-1011-500                               1                        4              -                   -                 5

Saab 340B                                         -                        -              9                   -                 9

TOTAL                                             5                       26              33                  3                67

</TABLE>


Item 3.    Legal Proceedings

Various  claims,  contractual  disputes and lawsuits  against the Company  arise
periodically  involving  complaints  which are  routine  and  incidental  to the
Company's business. The majority of these lawsuits are covered by insurance.  To
the knowledge of management, none of these claims involve a claim for damages in
excess of 10  percent  of the assets of the  Company,  is a material  proceeding
under  Federal or state  environmental  laws or is an  environmental  proceeding
brought by a governmental  authority  involving  potential monetary sanctions in
excess of $100,000.

Item 4.     Submission of Matters to a Vote of Security Holders

No matter was submitted to a vote of security  holders  during the quarter ended
December 31, 2000.




PART II

Item 5.     Market for the Registrant's Common Stock and Related Security Holder
            Matters

The  Company's  common stock is quoted on the Nasdaq  National  Market under the
symbol   "AMTR."  The  Company   had  255  and  272   registered   shareholders,
respectively, at December 31, 2000 and 1999.
<TABLE>
<CAPTION>

                                                                      Year Ended December 31, 2000

Market Prices of Common Stock                                 High                 Low                 Close
                                                              ----                 ---                 -----

<S>                                                          <C>                 <C>                  <C>
First Quarter                                                19  3/8             13  5/8              17  7/8

Second Quarter                                               18  7/16             8  5/8              12  7/16

Third Quarter                                                13  7/8             10                   10 15/16

Fourth Quarter                                               15                   9                   14  1/2

                                                                      Year Ended December 31, 1999

Market Prices of Common Stock                                 High                 Low                 Close
                                                              ----                 ---                 -----
First Quarter                                                28  1/8             18  1/2              19

Second Quarter                                               25                  18  7/8              24  5/8

Third Quarter                                                27  1/2             18  1/2              18  3/4

Fourth Quarter                                               22                  16  1/2              19  3/8

</TABLE>

No  dividends  have been  paid on the  company's  common  stock  since  becoming
publicly held.

On  September  20,  2000,  the  Company  issued  and sold 300 shares of Series B
convertible   redeemable   preferred   stock,   without  par  value  ("Series  B
Preferred"),  at a price of $100,000  per share.  The  purchaser of the Series B
Preferred,  International  Lease Finance  Corporation  ("ILFC"),  is entitled to
cumulative quarterly dividends at an annual rate of 5% on the liquidation amount
($100,000  per  share)  of  Series  B  Preferred.  The  Series  B  Preferred  is
convertible  into shares of Amtran common stock at a conversion rate of 6,381.62
shares of common stock per share of Series B Preferred, at a conversion price of
$15.67 per share of common  stock,  subject  to  antidilution  adjustments.  The
Series B  Preferred  is  optionally  redeemable  by the  Company  under  certain
conditions,  but the Company  must  redeem the Series B Preferred  no later than
September  20, 2015.  Optional  redemption by the Company may occur at 103.6% of
the  liquidation  amount  beginning  September 20, 2003,  decreasing 0.3% of the
liquidation amount per year to 100.0% of the liquidation amount at the mandatory
redemption  date of September  20, 2015.  Shares of Series B Preferred  have the
right to vote on or consent to only the  following  matters (in  addition to any
voting  rights  otherwise  required by law):  (1)  amendments  to the  Company's
Articles  of  Incorporation  which  are  adverse  to the  holders  of  Series  B
Preferred,  (2) if six  quarterly  dividends  go  unpaid,  the owner of Series B
Preferred,  together with the owner of Series A Preferred (as defined below) and
the owners of any other  preferred  stock  ranking  equal to Series B Preferred,
will be entitled to elect at the next annual  shareholders  meeting  twenty-five
percent of the Company's Board of Directors,  but no less than two directors and
(3)  increases  in the number of  authorized  shares of Series B  Preferred  and
authorizations  of preferred  stock ranking senior to Series B Preferred.  Votes
will be allocated among holders of preferred stock based on the percentage owned
by each holder of the total liquidation amount of all series of preferred stock.

On  December  28,  2000,  the  Company  issued  and sold 500  shares of Series A
redeemable preferred stock, without par value ("Series A Preferred"), at a price
of $100,000 per share.  The purchaser of the Series A Preferred,  Boeing Capital
Corporation,  Inc. ("BCC") is entitled to cumulative  semiannual dividends at an
annual rate of 8.44% on the liquidation  amount ($100,000 per share) of Series A
Preferred.  The Series A Preferred is optionally redeemable by the Company under
certain conditions,  but the Company must redeem the Series A Preferred in equal
semiannual  payments  beginning December 28, 2010, and ending December 28, 2015.
Optional redemption by the Company may occur at a redemption premium of 50.0% of
the dividend  rate  beginning  December 28, 2003,  decreasing  10.0% per year to
20.0% of the dividend rate  commencing  December 28, 2006, and to 0.0% after the
seventh year after  issuance.  Prior to the third  anniversary of issuance,  the
Company may redeem the Series A Preferred with net proceeds of a public offering
of the Company's  common stock.  Shares of Series A Preferred  have the right to
vote on or consent to only the  following  matters  (in  addition  to any voting
rights otherwise  required by law): (1) amendments to the Company's  Articles of
Incorporation  which are  adverse to the holders of Series A  Preferred,  (2) if
three semiannual dividends go unpaid, the owner of Series A Preferred,  together
with the owner of Series B Preferred and the owners of any other preferred stock
ranking  equal to  Series A  Preferred,  will be  entitled  to elect at the next
annual  shareholders  meeting,  twenty-five  percent of the  Company's  Board of
Directors,  but no less than three directors, (3) approval of (a) an acquisition
by the Company or one of its subsidiaries of assets and liabilities from a third
party the net asset  value of which  equals  ten  percent of the  Company's  net
consolidated assets in its most recent publicly available balance sheet or (b) a
merger by the Company or one of its subsidiaries with a third party involving an
acquisition   or   disposition  of  more  than  ten  percent  of  the  Company's
consolidated  net assets in its most recent  publicly  available  balance  sheet
(other than a disposition  of all the  Company's  L-1011 or Boeing 727 aircraft)
that, in either case,  results in a downgrade of the Company's  credit rating by
Moody's to "C1" or by Standard & Poor's to "C+",  unless the  Company  offers to
redeem the Series A Preferred prior to that  transaction at a price equal to the
liquidation  amount plus accrued and unpaid dividends to the redemption date and
(4)  increases  in the number of  authorized  shares of Series A  Preferred  and
authorizations  of preferred  stock ranking senior to Series A Preferred.  Votes
will be allocated among holders of preferred stock based on the percentage owned
by each holder of the total liquidation amount of all series of preferred stock.
The Company has the right on any date on which dividends are payable to exchange
in whole but not in part  subordinated  notes for shares of Series A  Preferred;
the  principal  amount  of any  exchanged  subordinated  notes  will  equal  the
liquidation  amount of the shares of Series A  Preferred,  plus any  accrued and
unpaid dividends.

The  issuance  and sale of the Series A and Series B  Preferred  are exempt from
registration  requirements under Section 4(2) of the Securities and Exchange Act
of 1933, which applies to private  offerings of securities.  The proceeds of the
issuances  of the Series A  Preferred  and the Series B  Preferred  were used to
finance aircraft  deposits on Boeing 757-300 and Boeing 737-800 aircraft ordered
by the Company.




<PAGE>

Item 6.   Selected Consolidated Financial Data - (Unaudited)

The  unaudited  selected  consolidated  financial  data in this  table have been
derived  from the  consolidated  financial  statements  of the  Company  for the
respective  periods  presented.  The data should be read in conjunction with the
consolidated financial statements and related notes.
<TABLE>
<CAPTION>

                       Amtran, Inc.
                     Five-Year Summary
                  Year Ended December 31,

---------------------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------------------
(Dollars in thousands, except per share data and ratios)        2000           1999           1998         1997         1996
---------------------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------------------

Statement of Operations Data:
<S>                                                           <C>              <C>           <C>          <C>          <C>
  Operating revenues                                          $ 1,291,553      $1,122,366    $ 919,369    $ 783,193    $ 750,851
  Operating expenses                                            1,288,983       1,032,339      843,996      769,709      786,907
  Operating income (loss) (1)                                       2,570          90,027       75,373       13,484      (36,056)
  Income (loss) before taxes                                      (19,931)         77,797       67,210        6,027      (39,581)
  Net income (loss) available to common shareholders (3)          (15,699)         47,342       40,081        1,572      (26,674)
  Net income (loss) per share - basic (2)                           (1.31)           3.86         3.41         0.14        (2.31)
  Net income (loss) per share - diluted (2)                         (1.31)           3.51         3.07         0.13        (2.31)

Balance Sheet Data (at end of period):
  Property and equipment, net                                   $ 662,046       $ 511,832    $ 329,332    $ 267,681    $ 224,540
  Total assets                                                  1,032,430         815,281      594,549      450,857      369,601
  Total debt                                                      457,949         347,871      246,671      191,804      149,371
  Redeemable preferred stock                                       80,000               -            -            -            -
  Shareholders' equity                                            124,654         151,376      102,751       56,990       54,744
  Ratio of total debt to shareholders' equity                        3.67            2.30         2.40         3.37         2.73
  Ratio of total liabilities to shareholders' equity                 6.64            4.39         4.79         6.91         5.75

Selected Operating Statistics for Consolidated Passenger
Services: (4)
  Revenue passengers carried (thousands)                          8,006.1         7,044.6      6,168.3      5,307.4      5,680.5
  Revenue passenger miles (millions)                             11,816.8        10,949.0      9,758.1      8,986.0      9,172.4
  Available seat miles (millions)                                16,390.1        15,082.6     13,851.7     12,647.7     13,295.5
  Passenger load factor                                             72.1%           72.6%        70.5%        71.0%        69.0%


</TABLE>

(1)   In the third  quarter of 1996 and  fourth  quarter  of 2000,  the  Company
      recorded  $4.7 million and $2.2  million,  respectively,  in losses on the
      disposal of leased and owned assets associated with the reconfiguration of
      its fleet.

(2)   In  1997,  the  Company  adopted  Financial   Accounting  Standards  Board
      Statement 128,  "Earnings per Share," which  established new standards for
      the calculation  and disclosure of earnings per share.  Loss per share for
      1996 was restated to conform to the new standards under Statement 128.

(3)   Preferred stock dividends of $375,000 were paid in the fourth quarter of
      2000.

(4)   Operating  statistics  pertain only to ATA and Chicago  Express and do not
      include information for other operating subsidiaries of the Company.

Item 7.  Management's Discussion and Analysis of Financial Condition and Results
         of Operations

Overview

The Company is a leading  provider of targeted  scheduled  airline  services and
charter  airline  services to leisure and other  value-oriented  travelers.  The
Company, through its principal subsidiary,  ATA, has been operating for 28 years
and is the 11th largest  U.S.  passenger  airline in terms of 2000  capacity and
traffic.  ATA provides  scheduled service through nonstop and connecting flights
from the  gateways  of  Chicago-Midway  and  Indianapolis  to  popular  vacation
destinations such as Hawaii, Phoenix, Las Vegas, Florida, California, Mexico and
the Caribbean,  as well as to New York's LaGuardia and John F. Kennedy Airports,
Philadelphia,  Denver, Dallas-Ft.  Worth, Washington,  D.C., Boston, Seattle and
Minneapolis-St  Paul.  Chicago Express also provides commuter  passenger service
between  Chicago-Midway and the cities of Indianapolis,  Milwaukee,  Des Moines,
Dayton, Grand Rapids,  Madison and South Bend. ATA also provides charter service
throughout the world to independent tour operators,  specialty charter customers
and the U.S. military.

The Company generated operating income of $2.6 million,  and a net loss of $15.3
million,  for the  year  ended  December  31,  2000.  Profitability  in 2000 was
severely impacted by fuel prices, which averaged nearly 50% more per gallon than
in  1999,  and  the  Company's   fleet,   which  is  generally  older  and  less
fuel-efficient.  Both the Lockheed L1011 and the Boeing 727-200 aircraft operate
with three  engines,  compared  to more  fuel-efficient  new  aircraft  that are
powered by two more technologically advanced engines.

In May 2000, the Company placed an order for 39 new Boeing 737-800  aircraft and
ten new Boeing 757-300  aircraft.  These aircraft will be equipped with Boeing's
latest technology and equipment,  and are significantly more fuel-efficient than
the Company's current three-engine aging aircraft.  Delivery of the new aircraft
is scheduled to begin in May 2001 and to be substantially  completed by December
2002.






Results of Operations in Cents Per ASM

The  following  table sets forth, for  the periods indicated, consolidated oper-
ating revenues and expenses expressed as cents per ASM.
<TABLE>
<CAPTION>

                                                                              Cents per ASM
                                                                          Year Ended December 31,
                                                                 2000               1999               1998
                                                                 ----               ----               ----
<S>                                                        <C>                <C>                <C>
Consolidated operating revenues:
                                                                 7.88               7.44               6.64

Consolidated operating expenses:
     Salaries, wages and benefits                                1.81               1.67               1.52
     Fuel and oil                                                1.68               1.13               0.99
     Depreciation and amortization                               0.76               0.64               0.57
     Handling, landing and navigation fees                       0.59               0.59               0.54
     Aircraft rentals                                            0.44               0.39               0.38
     Aircraft maintenance, materials and repairs                 0.43               0.37               0.39
     Crew and other employee travel                              0.40               0.33               0.30
     Ground package cost                                         0.31               0.33               0.14
     Passenger service                                           0.28               0.26               0.24
     Commissions                                                 0.24               0.26               0.21
     Other selling expenses                                      0.22               0.19               0.16
     Advertising                                                 0.13               0.12               0.13
     Facilities and other rentals                                0.10               0.09               0.07
     Other                                                       0.47               0.47               0.45
Total consolidated operating expenses                            7.86               6.84               6.09

Consolidated operating income                                    0.02               0.60               0.55


ASMs (in thousands)                                        16,390,101         15,082,630         13,851,731

</TABLE>


The following table sets forth, for the periods  indicated,  operating  revenues
and expenses for each reportable segment, in thousands of dollars, and expressed
as cents per ASM.
<TABLE>
<CAPTION>

                                                   Year Ended December 31,
                                        2000               1999                 1998
                                        ----               ----                 ----
<S>                                  <C>                <C>                 <C>
Airline and Other

     Operating revenue (000s)        $1,192,984         $1,022,541          $  897,884
     RASM (cents)                          7.28               6.78                6.48
     Operating expense (000s)        $1,178,737         $  929,898          $  822,468
     CASM (cents)                          7.19               6.17                5.94

ATALC
     Operating revenue (000s)         $  98,569          $  99,825          $   21,485
     RASM (cents)                          0.60               0.66                0.16
     Operating expense (000s)         $ 110,246         $  102,441          $   21,528
     CASM (cents)                          0.67               0.67                0.15

</TABLE>



<PAGE>

Year Ended December 31, 2000, Versus Year Ended December 31, 1999

Consolidated Flight Operations and Financial Data

The following table sets forth, for the periods indicated, certain key operating
and financial data for the consolidated  flight operations of the Company.  Data
shown for "jet"  operations  include  the  consolidated  operations  of Lockheed
L-1011,  Boeing  727-200 and Boeing  757-200  aircraft  in all of the  Company's
business units. Data shown for "J31/Saab"  operations  include the operations of
Jetstream 31 and Saab 340B propeller aircraft by Chicago Express Airlines,  Inc.
as the ATA Connection.

<TABLE>
<CAPTION>

                                                        Twelve Months Ended December 31,
                                              2000           1999         Inc (Dec)      % Inc (Dec)
                                              ------------------------------------------------------
<S>                                      <C>             <C>              <C>                  <C>
Departures Jet                               55,714          50,207           5,507            10.97
Departures J31/Saab (a)                      18,985          17,716           1,269             7.16
                                             ------          ------           -----             ----
     Total Departures (b)                    74,699          67,923           6,776             9.98
                                             ------          ------           -----             ----

Block Hours Jet                             172,824         157,481          15,343             9.74
Block Hours J31/Saab                         18,708          17,979             729             4.05
                                             ------          ------             ---             ----
     Total Block Hours (c)                  191,532         175,460          16,072             9.16
                                            -------         -------          ------             ----


RPMs Jet (000s)                          11,760,135      10,913,081         847,054             7.76
RPMs J31/Saab (000s)                         56,669          35,922          20,747            57.76
                                             ------          ------          ------            -----
     Total RPMs (000s) (d)               11,816,804      10,949,003         867,801             7.93
                                         ----------      ----------         -------             ----

ASMs Jet (000s)                          16,295,730      15,025,000       1,270,730             8.46
ASMs J31/Saab (000s)                         94,371          57,630          36,741            63.75
                                             ------          ------          ------            -----
     Total ASMs (000s) (e)               16,390,101      15,082,630       1,307,471             8.67
                                         ----------      ----------       ---------             ----

Load Factor Jet                               72.17           72.63           (0.46)           (0.63)
Load Factor J31/Saab                          60.05           62.33           (2.28)           (3.66)
                                              -----           -----           -----            -----
     Total Load Factor (f)                    72.10           72.59           (0.49)           (0.68)
                                              -----           -----           -----            -----

Passengers Enplaned Jet                   7,686,077       6,838,339         847,738            12.40
Passengers Enplaned J31/Saab                320,062         206,304         113,758            55.14
                                            -------         -------         -------            -----
     Total Passengers Enplaned (g)        8,006,139       7,044,643         961,496            13.65
                                          ---------       ---------         -------            -----

Revenue $ (000s)                          1,291,553       1,122,366         169,187            15.07
RASM in cents (h)                              7.88            7.44            0.44             5.91
CASM in cents (i)                              7.86            6.84            1.02            14.91
Yield in cents (j)                            10.93           10.25            0.68             6.63
</TABLE>


See footnotes (c) through (j) on page 20.

(a) Chicago Express  provides service between  Chicago-Midway  and the cities of
Indianapolis,  Milwaukee,  Des  Moines,  Dayton,  Grand  Rapids,  South Bend and
Madison as the ATA Connection,  using Saab 340B propeller aircraft. During 1999,
Chicago Express operated nine 19-seat Jetstream aircraft. During the first three
quarters of 2000,  Chicago  Express  replaced the  Jetstream  aircraft with nine
34-seat Saab 340B aircraft. As of September 30, 2000, all Jetstream aircraft had
been removed from revenue service.

(b) A departure is a single  takeoff and landing  operated by a single  aircraft
between an origin city and a destination  city. (c) Block hours for any aircraft
represent  the elapsed time  computed  from the moment the aircraft  first moves
under its own power from the origin city boarding ramp to the moment it comes to
rest at the destination city boarding ramp.

(d) Revenue  passenger  miles (RPMs)  represent the number of seats  occupied by
revenue passengers multiplied by the number of miles those seats are flown. RPMs
are an industry measure of the total seat capacity actually sold by the Company.

(e) Available seat miles (ASMs) represent the number of seats available for sale
to revenue  passengers  multiplied by the number of miles those seats are flown.
ASMs are an industry  measure of the total seat capacity offered for sale by the
Company, whether sold or not.

(f) Passenger  load factor is the  percentage  derived by dividing RPMs by ASMs.
Passenger load factor is relevant to the evaluation of scheduled service because
incremental  passengers  normally provide  incremental revenue and profitability
when  seats  are  sold  individually.  In the  case of  commercial  charter  and
military/government  charter,  load factor is less relevant  because the Company
sells an entire  aircraft  instead  of  individual  seats.  Since both costs and
revenues are largely fixed for these types of charter  flights,  changes in load
factor  have less  impact on  business  unit  profitability.  Consolidated  load
factors  and  scheduled  service  load  factors for the Company are shown in the
appropriate tables for industry  comparability,  but load factors for individual
charter businesses are omitted from applicable tables.

(g) Passengers  enplaned are the number of revenue passengers who occupied seats
on the  Company's  flights.  This  measure is also  referred  to as  "passengers
boarded."

(h) Revenue per ASM (expressed in cents) is total  operating  revenue divided by
total ASMs.  This  measure is also  referred  to as "RASM."  RASM  measures  the
Company's  unit revenue  using total  available  seat  capacity.  In the case of
scheduled  service,  RASM is a measure of the combined impact of load factor and
yield (see (j) below for the definition of yield).

(i) Cost per ASM  (expressed  in cents) is total  operating  expense  divided by
total ASMs.  This  measure is also  referred  to as "CASM."  CASM  measures  the
Company's unit cost using total available seat capacity.

(j) Revenue per RPM (expressed in cents) is total  operating  revenue divided by
total RPMs.  This measure is also  referred to as "yield."  Yield is relevant to
the  evaluation of scheduled  service  because yield is a measure of the average
price paid by customers  purchasing  individual seats. Yield is less relevant to
the commercial  charter and  military/government  charter businesses because the
entire  aircraft  is sold at one time for one  price.  Consolidated  yields  and
scheduled  service  yields  are shown in the  appropriate  tables  for  industry
comparability,  but yields for  individual  charter  businesses are omitted from
applicable tables.





Operating Revenues

Total  operating  revenues in 2000 increased 15.2% to $1.292 billion from $1.122
billion in 1999. This increase was due to a $128.7 million increase in scheduled
service  revenues,  a $62.3  million  increase  in  military/government  charter
revenues and a $1.7 million  increase in ground  package  revenues,  offset by a
$6.4  million  decrease  in  other  revenues  and a $17.1  million  decrease  in
commercial charter revenues.

Scheduled  Service  Revenues.  The following  table sets forth,  for the periods
indicated,  certain key operating and financial  data for the scheduled  service
operations of the Company.  Data shown for "Jet" operations include the combined
operations of Lockheed  L-1011,  Boeing 727-200 and Boeing  757-200  aircraft in
scheduled service. Data shown for "J31/Saab" include the operations of Jetstream
31 and Saab 340B propeller aircraft by Chicago Express as the ATA Connection.


<TABLE>
<CAPTION>

                                                        Twelve Months Ended December 31,
                                              2000           1999         Inc (Dec)      % Inc (Dec)
                                              ------------------------------------------------------
<S>                                      <C>             <C>              <C>                  <C>
Departures Jet                               40,892          35,402           5,490            15.51
Departures J31/Saab (a)                      18,985          17,716           1,269             7.16
                                             ------          ------           -----             ----
     Total Departures (b)                    59,877          53,118           6,759            12.72
                                             ------          ------           -----             ----

Block Hours Jet                             118,473         104,555          13,918            13.31
Block Hours J31/Saab                         18,708          17,979             729             4.05
                                             ------          ------             ---             ----
     Total Block Hours (c)                  137,181         122,534          14,647            11.95
                                            -------         -------          ------             ----


RPMs Jet (000s)                           7,700,639       6,828,181         872,458            12.78
RPMs J31/Saab (000s)                         56,669          35,922          20,747            57.76
                                             ------          ------          ------            -----
     Total RPMs (000s) (d)                7,757,308       6,864,103         893,205            13.01
                                         ----------      ----------         -------             ----

ASMs Jet (000s)                          10,025,603       8,809,564       1,216,039            13.80
ASMs J31/Saab (000s)                         94,371          57,630          36,741            63.75
                                             ------          ------          ------            -----
     Total ASMs (000s) (e)               10,119,974       8,867,194       1,252,780            14.13
                                         ----------      ----------       ---------             ----

Load Factor Jet                               76.81           77.51           (0.70)           (0.90)
Load Factor J31/Saab                          60.05           62.33           (2.28)           (3.66)
                                              -----           -----           -----            -----
     Total Load Factor (f)                    76.65           77.41           (0.76)           (0.98)
                                              -----           -----           -----            -----

Passengers Enplaned Jet                   5,873,598       4,878,643         994,955            20.39
Passengers Enplaned J31/Saab                320,062         206,304         113,758            55.14
                                            -------         -------         -------            -----
     Total Passengers Enplaned (g)        6,193,660       5,084,947       1,108,713            21.80
                                          ---------       ---------         -------            -----

Revenue $ (000s)                            753,301         624,647         128,654            20.60
RASM in cents (h)                              7.44            7.04            0.40             5.68
CASM in cents (i)                              9.71            9.10            0.61             6.70
Yield in cents (j)                           121.62          122.84           (1.22)           (0.99)

</TABLE>


See footnotes (a) through (j) on pages 19 and 20.

(k) Revenue per segment flown is determined by dividing total scheduled  service
revenues  by the number of  passengers  boarded.  Revenue per segment is a broad
measure  of the  average  price  obtained  for  all  flight  segments  flown  by
passengers in the Company's scheduled service route network.

Scheduled service revenues in 2000 increased 20.6% to $753.3 million from $624.6
million in 1999. Scheduled service revenues were 58.3% of consolidated  revenues
in 2000, as compared to 55.7% of consolidated revenues in 1999.

The Company's  scheduled service at  Chicago-Midway  accounted for approximately
63.5% of scheduled  service ASMs and 83.5% of scheduled  service  departures  in
2000,  as compared to 56.7% and 77.2%,  respectively,  during  1999.  During the
second and third quarters of 2000, the Company began  operating  nonstop flights
to  Ronald   Reagan   Washington   National   Airport,   Boston,   Seattle   and
Minneapolis-St.  Paul,  none of which were served in the  comparable  periods of
1999. In addition to this new service, the Company served the following existing
jet markets in both years: Dallas-Ft.  Worth, Denver, Ft. Lauderdale, Ft. Myers,
Las Vegas,  Los Angeles,  New York's John F.  Kennedy  Airport  (seasonal),  New
York's LaGuardia Airport, Orlando,  Phoenix, St. Petersburg,  San Francisco, San
Juan and Sarasota.

In April 1999, the Company  acquired all of the issued and outstanding  stock of
Chicago  Express  Airlines,  Inc.,  which then  operated  19-seat  Jetstream  31
propeller  aircraft  between  Chicago-Midway  and the  cities  of  Indianapolis,
Milwaukee,  Des Moines,  Dayton,  Grand  Rapids,  Lansing and  Madison.  Chicago
Express began service to South Bend, Indiana, in October 2000, and ceased flying
to Lansing,  Michigan,  in November  2000. In the first three  quarters of 2000,
Chicago Express  completed the replacement of nine 19-seat Jetstream 31 aircraft
with nine 34-seat Saab 340B aircraft.  All Jetstream  aircraft were removed from
revenue  service by September 30, 2000, and are currently  being returned to the
lessors.

The Company  anticipates  that its  Chicago-Midway  operation  will represent an
increasing  proportion of its scheduled service business in 2001 and beyond. The
Company operated 94 peak daily jet and commuter  departures from  Chicago-Midway
in 2000,  as compared  to 67 in 1999,  and served 25  destinations  on a nonstop
basis in 2000, as compared to 22 nonstop  destinations  served in 1999. In order
to accommodate the growth in jet departures in the existing terminal, in October
2000 Chicago Express  established a remote boarding  operation at Chicago-Midway
Airport  with  shuttle bus  service  between  the remote  location  and the main
terminal.  This change has  allowed  the  Company to convert the former  Chicago
Express gate to a jet departure gate, which will permit further expansion of jet
departures in the current concourse facilities.

The Company  presently  expects to occupy 12 jet gates and one commuter aircraft
gate on the new Chicago-Midway airport concourses.  Eight of the gates which the
Company will occupy are expected to open in late 2001 and five additional  gates
are  expected to be  available  for use by the  Company in 2004.  The Company is
currently  investing in new passenger  processing  technology for use in the new
terminal and expects to occupy  ticketing  and passenger  check-in  space in the
newly  constructed  Chicago-Midway  terminal in the first week of March 2001. In
addition,   the  Company   has  begun   construction   of  a  FIS   facility  at
Chicago-Midway,  from which it plans to commence nonstop international  services
in late 2001. Due to the importance of Chicago-Midway to the Company's scheduled
service route network, the initial deliveries of new aircraft are expected to be
used primarily in the Chicago-Midway hub.

The Company's Hawaii service  accounted for 17.0% of scheduled  service ASMs and
4.3% of scheduled  service  departures  in 2000,  as compared to 18.5% and 4.7%,
respectively,  in 1999. The Company  provided nonstop service in both years from
Los  Angeles,  Phoenix  and  San  Francisco  to both  Honolulu  and  Maui,  with
connecting  service  between  Honolulu and Maui.  The majority of seats in these
markets are sold to independent  tour operators,  while the company  distributes
the remaining seats through its normal scheduled service channels.

The Company's Indianapolis service accounted for 12.2% of scheduled service ASMs
and 8.8% of  scheduled  service  departures  in 2000,  as  compared to 14.0% and
10.8%,  respectively,  in 1999. In both years,  the Company  operated nonstop to
Cancun,  Ft.  Lauderdale,  Ft.  Myers,  Las  Vegas,  Los  Angeles  (service  was
discontinued  as of August 2000),  Orlando,  St.  Petersburg  and Sarasota.  The
Company has served Indianapolis for 28 years through the Ambassadair Travel Club
and through scheduled service since 1986.

The Company  continuously  evaluates the  profitability of its scheduled service
markets and expects to adjust its schedule and flight  frequencies  from time to
time. The Company,  in cooperation with a tour operator  partner,  began nonstop
service to Hawaii from Chicago-O'Hare  International Airport and New York's John
F. Kennedy International Airport in December of 2000.

Commercial  Charter  Revenues.  The Company's  commercial  charter  revenues are
derived  principally  from  independent  tour  operators and  specialty  charter
customers.  The Company's  commercial charter product provides  full-service air
transportation  to  customer-designated   destinations   throughout  the  world.
Commercial charter revenues accounted for 19.1% of consolidated revenues in 2000
as compared to 23.5% in 1999.

During the last several years, the Company has deployed additional aircraft into
its rapidly growing  scheduled  service  markets,  reducing the  availability of
aircraft  capacity for commercial and  military/government  charter flying.  The
Company has  addressed  its seat  capacity  limitations  in the  commercial  and
military/government  charter  businesses  through the  acquisition of long-range
Lockheed  L-1011-500   aircraft.   Although  Lockheed   L-1011-500   maintenance
procedures  and cockpit  design are similar to the  Company's  fleet of Lockheed
L-1011-50  and  100   aircraft,   they  differ   operationally   in  that  their
10-to-11-hour  range  permits  them to operate  nonstop to parts of Asia,  South
America and Central and Eastern Europe using an all-coach seating  configuration
preferred by the U.S.  military  and most of the  Company's  commercial  charter
customers.  The  deployment  of these  aircraft  into the  Company's  fleet  has
increased the available seat capacity for the commercial and military/government
charter   business   units  in  addition  to  opening  new   long-range   market
opportunities.  The Company  also uses several of these  aircraft for  scheduled
service to and from Hawaii.

The following table sets forth, for the periods indicated, certain key operating
and financial data for the commercial charter operations of the Company.
<TABLE>
<CAPTION>

                                                    Twelve Months Ended December 31,
                                          2000            1999       Inc (Dec)     % Inc (Dec)
                                          ----------------------------------------------------
<S>                                  <C>             <C>             <C>               <C>

Departures (b)                           9,722          10,212           (490)          (4.80)
Block Hours (c)                         34,356          37,119         (2,763)          (7.44)
RPMs (000s) (d)                      2,687,051       3,253,165       (566,114)         (17.40)
ASMs (000s) (e)                      3,610,413       4,129,966       (519,553)         (12.58)
Passengers Enplaned (g)              1,472,340       1,753,237       (280,897)         (16.02)
Revenue $ (000s)                       246,705         263,766        (17,061)          (6.47)
RASM in cents (h)                         6.83            6.39           0.44            6.89
RASM less fuel escalation (l)             6.47            6.35           0.12            1.89

</TABLE>

See footnotes (b) through (h) on pages 19 and 20.

(l) Commercial  charter contracts  generally provide that the tour operator will
reimburse the Company for certain fuel cost increases,  which, when earned,  are
accounted for as additional revenue. A separate RASM calculation,  excluding the
impact of fuel reimbursements, is provided as a separate measure of unit revenue
changes.

The Company  operates in two  principal  components  of the  commercial  charter
business,  known as "track  charter" and  "specialty  charter." The larger track
charter  business  component  is  generally  comprised  of  low-  frequency  but
repetitive domestic and international  flights between city pairs, which support
high-passenger  load factors and are marketed through tour operators,  providing
value-priced  and convenient  nonstop service to vacation  destinations  for the
leisure traveler.  Since track charter  resembles  scheduled service in terms of
its repetitive  flying patterns between  fixed-city pairs, it allows the Company
to achieve  reasonable  levels of crew and aircraft  utilization  (although less
than for scheduled service), and provides the Company with meaningful protection
from some fuel price increases through the use of fuel escalation  reimbursement
clauses in tour operator  contracts.  Track charter  accounted for approximately
$192.8 million in revenues in 2000, as compared to $193.8 million in 1999.

Specialty charter is a product that is designed to meet the unique  requirements
of a customer and is a business  characterized  by lower  frequency of operation
and by greater  variation in city pairs served than the track charter  business.
Specialty charter includes such diverse contracts as flying university alumni to
football games,  transporting  political candidates on campaign trips and moving
NASA space shuttle  ground crews to alternate  landing  sites.  The Company also
operates trips in an  all-first-class  configuration  for certain  corporate and
high-end leisure clients.  Although lower  utilization of crews and aircraft and
infrequent  service to specialty  destinations  often  result in higher  average
operating  costs,  the Company has determined that the revenue premium earned by
meeting special customer  requirements more than compensates for these increased
costs. The diversity of the Company's three fleet types also permits the Company
to meet a  customer's  particular  needs by  choosing  the  aircraft  type  that
provides the most economical solution for those requirements.  Specialty charter
accounted  for  approximately  $31.5 million in revenues in 2000, as compared to
$40.0 million in 1999.

Military/Government  Charter  Revenues.  The following table sets forth, for the
periods   indicated,   certain  key  operating   and  financial   data  for  the
military/government charter operations of the Company.

<TABLE>
<CAPTION>

                                                   Twelve Months Ended December 31,
                                          2000          1999        Inc (Dec)     % Inc (Dec)
                                          ---------------------------------------------------
<S>                                  <C>           <C>                <C>              <C>
Departures (b)                           4,961         4,444              517          11.63
Block Hours (c)                         19,443        15,354            4,089          26.63

RPMs (000s) (d)                      1,339,545       818,627          520,918          63.63
ASMs (000s) (e)                      2,605,791     2,027,471          578,320          28.52
Passengers Enplaned (g)                329,200       199,013          130,187          65.42
Revenue $ (000s)                       188,556       126,213           62,343          49.40
RASM in cents (h)                         7.24          6.23             1.01          16.21
RASM less fuel escalation (m)             6.88          6.21             0.67          10.79
</TABLE>


See footnotes (b) through (h) on pages 19 and 20.

(m) Military/government  reimbursements to the Company are calculated based upon
a "cost plus" formula, including an assumed average fuel price for each contract
year. If actual fuel prices differ from the contract rate, revenues are adjusted
up or down to  neutralize  the impact of the change on the  Company.  A separate
RASM   calculation  is  provided,   excluding  the  impact  of  the  fuel  price
adjustments.

The Company  participates in two related  military/government  charter  programs
known  as  "fixed-award"  and  "short-term  expansion."  Pursuant  to  the  U.S.
military's  fixed-award  system,  each participating  airline is awarded certain
"mobilization  value  points"  based upon the number and type of  aircraft  made
available by that airline for military  flying.  In order to increase the number
of points  awarded,  the Company has  traditionally  participated  in contractor
teaming arrangements with other airlines. Under these arrangements, the team has
a greater likelihood of receiving  fixed-award  business and, to the extent that
the award  includes  passenger  transport,  the  opportunity  for the Company to
operate this flying is enhanced  since the Company  represents a majority of the
passenger  transport  capacity of its team. As part of its participation in this
teaming  arrangement,  the Company pays a commission  to the team,  which passes
that revenue on to all team members based upon their  mobilization value points.
All airlines  participating in the fixed-award  business  contract annually with
the U.S.  military  from  October  1 to the  following  September  30.  For each
contract year, reimbursement rates are determined for aircraft types and mission
categories  based  upon  operating  cost  data  submitted  by the  participating
airlines.  These contracts  generally are not subject to renegotiation once they
become effective.

Short-term  expansion  business is awarded by the U.S.  military  first on a pro
rata basis to those  carriers who have been  provided  fixed-award  business and
then to any other  carrier  with  aircraft  availability.  Short-term  expansion
flying is generally offered to airlines on very short notice.

The overall amount of military flying that the Company  performs in any one year
is dependent upon several factors,  including (i) the percentage of mobilization
value points represented by the Company's team as compared to total mobilization
value  points of all  providers  of military  service;  (ii) the  percentage  of
passenger capacity of the Company with respect to its own team; (iii) the amount
of  fixed-award  and  expansion  flying  required  by the U.S.  military in each
contract year; and (iv) the availability of the Company's aircraft to accept and
fly expansion awards. Under its current teaming arrangement, the Company expects
its  military/government  charter revenues to decrease to  approximately  $141.6
million for the contract year ending  September  2001.  This represents a 16.5 %
decrease from $169.5 million earned in the contract year ending September 2000.

Ground Package  Revenues.  The Company earns ground package revenues through the
sale of hotel, car rental,  cruise and other  accommodations in conjunction with
the Company's air transportation  product.  The Company  traditionally  marketed
these  ground  packages  to  its  Ambassadair  Travel  Club  members  and to its
scheduled  service  passengers  through its ATA Vacations  subsidiary.  However,
since the  acquisition  of new tour  operator  businesses in the Detroit area in
1999,  the Travel  Charter and Key Tours brands in Detroit have  accounted for a
significant portion of the Company's ground package sales.

The Company's  Ambassadair  Travel Club offers  tour-guide-accompanied  vacation
packages to its approximately 38,500 individual and family members annually. ATA
Leisure Corp.  offers  numerous ground  accommodations  to the general public in
many areas of the United  States.  These  packages are marketed  through  travel
agents, as well as directly by the Company.

In 2000, ground package revenues increased 2.7% to $59.8 million, as compared to
$58.2  million  in 1999.  The  number of ground  packages  sold and the  average
revenue  earned by the Company for a ground  package  sale are a function of the
seasonal mix of vacation  destinations  served,  the quality and types of ground
accommodations  offered  and general  competitive  conditions  in the  Company's
markets, all of which factors can change from period to period.

Other  Revenues.  Other revenues are comprised of the  consolidated  revenues of
certain affiliated companies,  together with miscellaneous categories of revenue
associated  with the  scheduled,  charter and ground  package  operations of the
Company. Other revenues decreased 13.1% to $43.1 million in 2000, as compared to
$49.6 million in 1999.

Operating Expenses

Salaries,  Wages and Benefits.  Salaries, wages and benefits include the cost of
salaries and wages paid to the Company's employees,  together with the Company's
cost of employee benefits and  payroll-related  local,  state and federal taxes.
Salaries,  wages and benefits  expense in 2000 increased 17.6% to $297.0 million
from $252.6 million in 1999.

The Company increased its average  equivalent  employees by approximately  20.4%
between  2000 and 1999.  This  growth  was most  significant  in  categories  of
employees that are influenced directly by flight activity,  such as flight crews
and  maintenance  staff.  Beginning  in  May  2000,  the  Company  replaced  its
contracted ground handler at its busiest airport,  Chicago-Midway,  with its own
ramp employees. Although this contributed to the increase in salaries, wages and
benefits, the Company experienced a corresponding reduction in handling, landing
and navigation fees. Some further employment growth in 2000 was also provided to
improve customer service in targeted areas by increasing customer service staff,
such as at airport  ticket  counters,  in  reservations  facilities and in other
staff  groups  primarily  involved  in  delivering  services  to  the  Company's
customers.  Staff  increases  also  occurred for Chicago  Express as a result of
increased  passengers  boarded  due to the  conversion  from  19-seat to 34-seat
aircraft  in the first  nine  months of 2000.  The  Company  was also  adversely
affected  by a  significant  increase  in  employee  benefit  costs in 2000,  as
compared to 1999.

These increases in salaries,  wages and benefits costs were partially  offset by
the  elimination  of employee  incentive  awards in 2000.  In 1999,  the Company
expensed $6.4 million in accrued incentive awards while no incentive awards were
earned in 2000.

Fuel and Oil. Fuel and oil expense increased 60.8% to $274.8 million in 2000, as
compared to $170.9  million in 1999.  The Company  consumed 8.1% more gallons of
jet fuel for flying  operations  between  2000 and 1999,  which  resulted  in an
increase in fuel expense of  approximately  $14.1 million between  periods.  Jet
fuel consumption  increased primarily due to the increased number of block hours
of jet flying  operations  between  periods.  The Company flew 172,824 jet block
hours in 2000,  as compared  to 157,481 jet block hours in 1999,  an increase of
9.7% between years.

During  2000,  the  Company's  average  cost per  gallon  of jet  fuel  consumed
increased by 49.7% as compared to 1999, resulting in an increase in fuel and oil
expense of  approximately  $91.6 million between  periods.  The Company contacts
with most commercial charter customers, the U.S. military, and with certain bulk
seat purchasers to provide for fuel escalation  revenue,  which partially offset
the impact of higher fuel prices. In 2000, the Company  recognized $26.4 million
in fuel escalation revenue, as compared to $1.8 million recognized in 1999.

The Company  implemented a fuel hedge program  beginning in the third quarter of
2000.  This program  currently  consists of swap agreements for heating oil. The
company uses  heating oil swaps to hedge its jet fuel risk  because  heating oil
trades  publicly  on an exchange  and is a refined  oil  product  like jet fuel.
Heating oil and jet fuel also  demonstrate  a strong  price  correlation.  As of
December  31,  2000,   the  Company  has  entered  into  swap   agreements   for
approximately  13.6 million gallons of heating oil for future  delivery  between
January 2001 and September 2001,  which represents  approximately  6.3% of total
expected fuel consumption for that period.

The Company  expects that high prices for jet fuel will  continue to  negatively
impact  its  profitability  in future  quarters.  The  Company  expects to begin
generating  significant fuel consumption savings,  however, as it introduces its
new fleet of Boeing  737-800 and 757-300  aircraft  between  2001 and 2003.  The
twin-engine  Boeing 737-800  aircraft are expected to burn 40% fewer gallons per
block hour than the Company's  three-engine Boeing 727-200 aircraft. The Company
estimates  that, as compared to the actual fuel burn of its Boeing 727-200 fleet
in 2000, had that flying been done by a fleet of Boeing 737-800  aircraft,  fuel
consumption  savings would have been approximately  $42.8 million at fuel prices
prevailing in 2000.  Future fuel consumption  savings will vary according to the
actual  price of jet fuel,  and the Company will not realize the full benefit of
this higher fuel efficiency until the fleet transition is completed in 2003.

Depreciation and Amortization.  Depreciation  reflects the periodic expensing of
the recorded cost of owned  airframes and engines,  leasehold  improvements  and
rotable parts for all fleet types,  together  with other  property and equipment
owned by the  Company.  Amortization  is  primarily  the  periodic  expensing of
capitalized   airframe   and  engine   overhauls   for  all  fleet  types  on  a
units-of-production  basis using aircraft flight hours and cycles  (landings) as
the units of measure.  Depreciation and amortization  expense increased 30.2% to
$125.0 million in 2000, as compared to $96.0 million in 1999.

Depreciation  expense  attributable  to owned  airframes,  engines and leasehold
improvements  increased  $9.3 million in 2000, as compared to 1999.  The Company
added four owned  L-1011-500s,  to the  Company's  fleet from late 1999  through
2000.  The Company also purchased  seven  hushkits for 727-200  aircraft and two
spare engines for the  L-1011-500s  late in 1999 through 2000.  The Company also
increased its investment in rotable parts,  furniture and fixtures, and computer
hardware and software, and increased its provision for amortization of inventory
obsolescence  and debt issue costs between years.  These changes  resulted in an
increase in depreciation expense of $8.4 million in 2000, as compared to 1999.

Amortization of capitalized engine and airframe overhauls increased $8.5 million
in  2000,  as  compared  to  1999,  after  including   amortization  of  related
manufacturers' credits. Changes to the cost of overhaul amortization were partly
due to the  increase in total block hours and cycles  flown  between  comparable
periods for the  Lockheed  L-1011  fleet,  since such  expense  varies with that
activity, and partly due to the completion of more engine and airframe overhauls
in 2000 for the Boeing 727-200 and Lockheed  L-1011 fleets.  Rolls-Royce-powered
Boeing  757-200  aircraft,  thirteen  of  which  were  delivered  new  from  the
manufacturer  since late 1995,  are  starting  to generate  engine and  airframe
overhaul expense. This resulted in a $1.2 million increase in amortization costs
between periods.

The cost of engine  overhauls that become worthless due to early engine failures
and which  cannot be  economically  repaired  is  charged  to  depreciation  and
amortization   expense  in  the  period  the  engine  fails.   Depreciation  and
amortization  expense attributable to these early engine failures increased $2.5
million in 2000,  as compared to 1999.  When these early engine  failures can be
economically  repaired, the related repairs are charged to aircraft maintenance,
materials and repairs expense.

The current  depreciable life of assets related to the L1011-50 and 100 aircraft
assumes  a common  retirement  date for the fleet of  December  31,  2004.  With
continuously  increasing repair costs and the  fuel-inefficiency  of this fleet,
the Company has begun  re-evaluating  this decision.  The Company is considering
retiring  each  L1011-50  and 100  aircraft  prior to its next  scheduled  heavy
maintenance  check.  To ensure the  correct  economic  decision,  the Company is
performing an extensive  analysis of expected  revenue  generation and operating
cost of each aircraft in this fleet.  As of December 31, 2000,  this analysis is
not yet complete.  Two aircraft in the fleet are scheduled for heavy maintenance
checks in the first  quarter of 2001.  These  aircraft  cannot be operated  past
these dates unless the necessary scheduled heavy maintenance is performed. As of
December 31, 2000,  the Company is uncertain  whether this required  maintenance
will be performed or whether  these two aircraft  will be retired.  The net book
value of these two aircraft less  anticipated  salvage value, as of December 31,
2000 was approximately $5.6 million.

Handling,  Landing and  Navigation  Fees.  Handling and landing fees include the
costs  incurred by the Company at airports to land and service its  aircraft and
to handle  passenger  check-in,  security,  cargo and baggage  where the Company
elects to use third-party contract services in lieu of its own employees.  Where
the Company uses its own employees to perform  ground  handling  functions,  the
resulting cost appears within salaries,  wages and benefits. Air navigation fees
are incurred when the Company's aircraft fly over certain foreign airspace.

Handling, landing and navigation fees increased by 9.1% to $97.4 million in 2000
as  compared  to $89.3  million in 1999.  The total  number of  system-wide  jet
departures  between 2000 and 1999 increased by 11.0% to 55,714 from 50,207.  The
lower rate of growth in  handling  costs in 2000,  as  compared to the growth in
departures, was partly due to the implementation of self-handling on the ramp at
Chicago-Midway  Airport  beginning in May 2000,  which was done with third-party
contractors  during all of 1999. A corresponding  increase in salaries,  wages &
benefits  attributable to self-handling was experienced  during the remainder of
2000.

Aircraft  Rentals.  Aircraft  rentals  expense for 2000 increased 22.8% to $72.1
million from $58.7 million in 1999. The Company accepted  delivery of six Boeing
757-200 aircraft from the  manufacturer  (two in the fourth quarter of 1999, two
in June 2000 and two in November 2000), adding $10.8 million to aircraft rentals
expense in 2000, as compared to 1999. Chicago Express aircraft rentals increased
by $2.4 million in 2000 as compared to 1999,  due to the  replacement of 19-seat
Jetstream  aircraft with 34-seat Saab 340B  aircraft.  The Company also incurred
$2.8 million in higher rentals in 2000, as compared to 1999, due to the lease of
spare engines to support the Boeing 757-200 and Lockheed  L-1011-500 fleets. The
Company  purchased 12 Boeing 727-200  aircraft between the first quarter of 1999
and fourth quarter of 2000, which had previously been financed through operating
leases,  resulting  in a decrease in aircraft  rentals of $1.5  million  between
periods.

Aircraft  Maintenance,  Materials and Repairs. This expense includes the cost of
expendable  aircraft  spare parts,  repairs to repairable  and rotable  aircraft
components,  contract labor for maintenance activities and other non-capitalized
direct costs related to fleet maintenance,  including spare engine leases, parts
loan and  exchange  fees,  and related  shipping  costs.  Aircraft  maintenance,
materials & repair expense increased 26.6% to $70.4 million in 2000, as compared
to $55.6 million in 1999.

The Company performed a total of 62 maintenance  checks on its fleet during 2000
as  compared  to 53 in  1999.  The cost of  materials  consumed  and  components
repaired  in  association  with  such  checks  and  other  maintenance  activity
increased by $9.0 million between 2000 and 1999.

The  Company  recognized  an increase in  aircraft  maintenance,  materials  and
repairs of $2.5 million in 2000, as compared to 1999,  due to the  consolidation
of the results of its wholly owned subsidiary,  Chicago Express.  The results of
operation for Chicago Express were  consolidated  with the Company  beginning in
May 1999.

Crew  and  Other  Employee  Travel.  Crew and  other  employee  travel  consists
primarily of the cost of air transportation,  hotels and per diem reimbursements
to cockpit and cabin  crewmembers  incurred  to  position  crews away from their
bases to operate  Company  flights  throughout  the world.  The cost of crew and
other employee  travel  increased  32.4% to $65.8 million in 2000 as compared to
$49.7 million in 1999.

Positioning and hotel costs increased significantly in 2000 due primarily to the
substantial  increase  in  military  departures  in 2000,  as  compared to 1999.
Military flights often operate to and from points remote from the Company's crew
bases, thus requiring significant positioning expenditures for cockpit and cabin
crews on other  airlines.  Also,  due to heavy airline  industry load factors in
2000,  the Company paid higher  average fares to position  crews.  Average hotel
costs are higher for  military  operations  since hotel  rates at  international
locations generally exceed domestic U.S. hotel rates.

Ground Package Cost. Ground package cost is incurred by the Company with hotels,
car rental  companies,  cruise lines and similar  vendors who provide ground and
cruise  accommodations to Ambassadair and ATA Leisure Corp. ("ATALC") customers.
Ground  package cost  increased  3.9% to $50.9  million in 2000,  as compared to
$49.0  million in 1999.  Ground  package  costs  increased in  proportion to the
increase in ground package revenues.

Passenger Service.  Passenger service expense includes the costs of onboard meal
and  non-alcoholic  beverage  catering,  the  cost of  alcoholic  beverages  and
in-flight movie headsets sold, and the cost of onboard  entertainment  programs,
together  with certain  costs  incurred for  mishandled  baggage and  passengers
inconvenienced  due to  flight  delays  or  cancellations.  For 2000  and  1999,
catering represented 78.8% and 82.0%,  respectively,  of total passenger service
expense.

The total cost of passenger service increased 16.3% to $45.6 million in 2000, as
compared  to $39.2  million in 1999.  The  Company  experienced  an  increase of
approximately  2.1% in the average unit cost of catering each passenger  between
2000 and 1999,  primarily  because in 2000 there were  relatively  more military
passengers  in the  Company's  business  mix, who are provided a more  expensive
catering product due to military catering  specifications and the longer average
duration of these flights. This resulted in a price-and-business-mix increase of
$0.8 million in catering expense in 2000, as compared to 1999.

Total jet passengers boarded, however,  increased 12.4% between years, resulting
in approximately $3.7 million in higher volume-related catering expenses between
the same sets of comparative periods.

In 2000, as compared to 1999, the Company experienced increased departure delays
over 15 minutes of 34.3%. These irregular operations resulted in higher costs to
handle inconvenienced  passengers and misconnected baggage. In 2000, as compared
to 1999, such costs were $2.6 million higher.

Commissions. The Company incurs commissions expense in association with the sale
by travel agents of vacation packages and single seats on scheduled service.  In
addition,   the  Company  incurs  commissions  to  secure  some  commercial  and
military/government  charter  business.  Commissions  expense stayed constant at
$39.1 million between 2000 and 1999.

The Company  incurred  higher  military  commissions  expense of $4.4 million in
2000, as compared to 1999, which is consistent with growth in military  revenues
between  years.  These  increases  were largely offset by decreases in scheduled
service  commissions paid of $4.9 million due to an industry reduction in travel
agency commission from 8.0% to 5.0% effective in the fourth quarter of 1999.

Other Selling Expenses.  Other selling expenses comprise  primarily fees paid to
computer reservation systems ("CRS") for scheduled service bookings, credit card
discount  expenses  incurred  when selling  single seats and ground  packages to
customers  using credit  cards for payment,  and  toll-free  telephone  services
provided to single-seat and vacation  package  customers who contact the Company
directly to book  reservations.  Other selling expenses increased 30.6% to $36.7
million in 2000, as compared to $28.1 million in 1999.

Approximately $6.3 million of this increase in 2000 resulted from an increase in
CRS fees. This increase resulted  partially from the growth in single-seat sales
volumes  between  periods and  because of an  increase  in rates  charged by CRS
systems  for  improved  booking  functionality.  Credit  card  discount  expense
increased  $3.0 million as compared to 1999,  primarily due to higher volumes of
scheduled service tickets sold using credit cards as form of payment.  Toll-free
telephone  services  decreased by $0.8 million in 2000, as compared to 1999, due
to billing rate reductions secured from related vendors.

Advertising.  Advertising  expense  increased 18.3% to $22.0 million in 2000, as
compared to $18.6  million in 1999.  The Company  routinely  incurs  advertising
costs primarily to support  single-seat  scheduled service sales and the sale of
air and ground  packages.  Such  expenses  were  higher in the spring and summer
months of 2000,  as  advertising  support was provided for the  introduction  of
scheduled service to the new destinations of Boston, Seattle,  Washington,  D.C.
and Minneapolis-St.  Paul. Advertising also increased due to increased marketing
emphasis on commuter and Florida markets in 2000.

Facilities and Other Rentals.  Facilities and other rentals  include the cost of
all ground  facilities  that are leased by the  Company  such as airport  space,
regional  sales offices and general  offices.  The cost of facilities  and other
rentals  increased  18.8% to $15.8 million in 2000, as compared to $13.3 million
in 1999.  Growth in facilities costs between periods was primarily  attributable
to the need to provide  facilities at airport locations to support new scheduled
service destinations and expanded services at existing destinations.

Other  Operating  Expenses.  Other  operating  expenses  increased 5.7% to $76.3
million in 2000, as compared to $72.2 million in 1999.  The purchase by ATALC of
charter air services from airlines  other than the Company was $7.5 million less
in 2000  than in 1999 due to the  increased  utilization  of the  Company's  own
aircraft for ATALC charter programs.  In 1999, the Company incurred $3.1 million
in Chicago  Express  code share  expenses,  which were not  incurred  during any
period in 2000. Other expenses included in this category  increased in 2000 as a
general  rule with the  increase  in the  Company's  flight  activity.  Expenses
increasing year over year included flight simulator rentals,  professional fees,
insurance and supplies.  The Company also incurred higher costs  associated with
irregular flight operations in 2000, as compared to 1999.

Interest Income and Expense. Interest expense in 2000 increased to $31.5 million
as compared to $21.0 million in 1999. The increase in interest  expense  between
periods  was  primarily  due to  changes  in  the  Company's  capital  structure
resulting from the sale in December 1999 of $75.0 million in principal amount of
10.5% unsecured  senior notes.  Interest expense of $7.7 million was recorded in
2000, applicable to these notes, which was not incurred in 1999.

The Company  invested excess cash balances in short-term  government  securities
and commercial paper and thereby earned $8.4 million in interest income in 2000,
as  compared  to $5.4  million in 1999,  when less cash was  available  for such
investment.

Other Income.  Other income decreased 82.4% to $0.6 million in 2000, as compared
to $3.4 million in 1999.  The Company  holds a  membership  interest in the SITA
Foundation ("SITA"),  an organization that provides data communication  services
to the airline  industry.  SITA's  primary asset is its ownership in Equant N.V.
("Equant").  In February and December 1999,  SITA sold a portion of its interest
in Equant in a secondary  public  offering and distributed the pro rata proceeds
to certain of its members (including the Company) that elected to participate in
the offering.  The Company  recorded a gain of $1.7 million in the first quarter
of 1999 and a similar gain of $1.3 million in the fourth quarter of 1999.

Income Tax Expense.  In 2000,  the Company  recorded  $4.6 million in income tax
credits  applicable to $19.9  million of pre-tax loss for that period,  while in
1999 income tax expense was $30.5  million on pre-tax  income of $77.8  million.
The effective tax rate  applicable to credits in 2000 was 23.1%,  as compared to
an effective tax rate of 39.2% in 1999.

Income tax  expense in both sets of  comparative  periods  was  affected  by the
permanent  non-deductibility  for federal income tax purposes of a percentage of
certain amounts paid for crew per diem (40% in 2000 and 45% in 1999). The effect
of this and other  permanent  differences  on the effective  income tax rate for
financial  accounting  purposes is to increase the effective  rate as amounts of
pre-tax  income  decrease and to decrease  tax credit  otherwise  applicable  to
pre-tax losses.


<PAGE>

Year Ended December 31, 1999, Versus Year Ended December 31, 1998

Consolidated Flight Operating and Financial Data

The following table sets forth, for the periods indicated, certain key operating
and financial data for the consolidated  flight operations of the Company.  Data
shown for "Jet"  operations  include  the  consolidated  operations  of Lockheed
L-1011,  Boeing  727-200 and Boeing  757-200  aircraft  in all of the  Company's
business  units.  Data shown for "J31"  operations  include  the  operations  of
Jetstream 31 propeller aircraft by Chicago Express as the ATA Connection.

<TABLE>
<CAPTION>

                                                        Twelve Months Ended December 31,
                                                    1999           1998        Inc (Dec)      % Inc (Dec)
                                                    -----------------------------------------------------
<S>      <C>                                  <C>             <C>             <C>                  <C>
Departures Jet                                    50,207         45,881           4,326             9.43
Departures J31 (a)                                17,716         16,388           1,328             8.10
                                                  ------         ------           -----             ----
     Total Departures (b)                         67,923         62,269           5,654             9.08
                                                  ------         ------           -----             ----

Block Hours Jet                                  157,481        144,237          13,244             9.18
Block Hours J31                                   17,979         16,166           1,813            11.21
                                                  ------         ------           -----            -----
     Total Block Hours (c)                       175,460        160,403          15,057             9.39
                                                 -------        -------          ------             ----

RPMs Jet (000s)                               10,913,081      9,727,097       1,185,984            12.19
RPMs J31 (000s)                                   35,922         30,991           4,931            15.91
                                                  ------         ------           -----            -----
     Total RPMs (000s) (d)                    10,949,003      9,758,088       1,190,915            12.20
                                              ----------      ---------       ---------            -----

ASMs Jet (000s)                               15,025,000     13,799,507       1,225,493             8.88
ASMs J31 (000s)                                   57,630         52,224           5,406            10.35
                                                  ------         ------           -----            -----
     Total ASMs (000s) (e)                    15,082,630     13,851,731       1,230,899             8.89
                                              ----------     ----------       ---------             ----

Load Factor Jet                                    72.63          70.49            2.14             3.04
Load Factor J31                                    62.33          59.34            2.99             5.04
                                                   -----          -----            ----             ----
     Total Load Factor (f)                         72.59          70.45            2.14             3.04
                                                   -----          -----            ----             ----

Passengers Enplaned Jet                        6,838,339      5,991,662         846,677            14.13
Passengers Enplaned J31                          206,304        176,604          29,700            16.82
                                                 -------        -------          ------            -----
     Total Passengers Enplaned (g)             7,044,643      6,168,266         876,377            14.21
                                               ---------      ---------         -------            -----

Revenue $ (000s)                               1,122,366        919,369         202,997            22.08
RASM in cents (h)                                   7.44           6.64            0.80            12.05
CASM in cents (i)                                   6.84           6.09            0.75            12.32
Yield in cents (j)                                 10.25           9.42            0.83             8.81

</TABLE>

  See footnotes (a) through (j) on pages 19 and 20.

Operating Revenues

Total  operating  revenues in 1999 increased 22.0% to $1.122 billion from $919.4
million in 1998. This increase was due to a $113.4 million increase in scheduled
service revenues,  a $41.2 million increase in commercial  charter  revenues,  a
$35.0 million  increase in ground package  revenues,  a $9.1 million increase in
other  revenues  and a $4.3  million  increase  in  military/government  charter
revenues.

Scheduled  Service  Revenues.  The following  table sets forth,  for the periods
indicated,  certain key operating and financial  data for the scheduled  service
operations of the Company.  Data shown for "Jet" operations include the combined
operations of Lockheed  L-1011,  Boeing 727-200 and Boeing  757-200  aircraft in
scheduled  service.  Data shown for "J31"  operations  include the operations of
Jetstream  31  propeller  aircraft  operated  by  Chicago  Express  as  the  ATA
Connection.
<PAGE>

<TABLE>
<CAPTION>

                                                       Twelve Months Ended December 31,
                                              1999          1998       Inc (Dec)      % Inc (Dec)
                                              ---------------------------------------------------
<S>                                      <C>           <C>            <C>                  <C>

Departures Jet                              35,402        31,237          4,165            13.33
Departures J31 (a)                          17,716        16,388          1,328             8.10
                                            ------        ------          -----             ----
     Total Departures (b)                   53,118        47,625          5,493            11.53
                                            ------        ------          -----            -----

Block Hours Jet                            104,555        92,263         12,292            13.32
Block Hours J31                             17,979        16,166          1,813            11.21
                                            ------        ------          -----            -----
     Total Block Hours (c)                 122,534       108,429         14,105            13.01
                                           -------       -------         ------            -----

RPMs Jet (000s)                          6,828,181     5,777,555      1,050,626            18.18
RPMs J31 (000s)                             35,922        30,991          4,931            15.91
                                            ------        ------          -----            -----
     Total RPMs (000s) (d)               6,864,103     5,808,546      1,055,557            18.17
                                         ---------     ---------      ---------            -----

ASMs Jet (000s)                          8,809,564     7,756,330      1,053,234            13.58
ASMs J31 (000s)                             57,630        52,224          5,406            10.35
                                            ------        ------          -----            -----
     Total ASMs (000s) (e)               8,867,194     7,808,554      1,058,640            13.56
                                         ---------     ---------      ---------            -----

Load Factor Jet                              77.51         74.49           3.02             4.05
Load Factor J31                              62.33         59.34           2.99             5.04
                                             -----         -----           ----             ----
     Total Load Factor (f)                   77.41         74.39           3.02             4.06
                                             -----         -----           ----             ----

Passengers Enplaned Jet                   4,878,643     4,094,454        784,189            19.15
Passengers Enplaned J31                     206,304       176,604         29,700            16.82
                                            -------       -------         ------            -----
     Total Passengers Enplaned (g)        5,084,947     4,271,058        813,889            19.06
                                          ---------     ---------        -------            -----

Revenue $ (000s)                            624,647       511,254        113,393            22.18
RASM in cents (h)                              7.04          6.55           0.49             7.48
Yield in cents (j)                             9.10          8.80           0.30             3.41
Revenue per segment $ (k)                    122.84        119.70           3.14             2.62
</TABLE>


See footnotes (a) through (j) on pages 19 and 20. See footnote (k) on page 21.

Scheduled service revenues in 1999 increased 22.2% to $624.6 million from $511.3
million in 1998.  Scheduled  service  revenues  comprised  55.7% of consolidated
revenues in 1999, as compared to 55.6% of consolidated revenues in 1998.

The Company's  scheduled  service at Chicago-Midway  accounted for approximately
56.7% of  scheduled service  ASMs and 77.2% of scheduled service  departures  in
1999, as  compared  to 53.4% and 73.5%, respectively, during  1998. During 1998,
the Company began nonstop service to  New  York's LaGuardia  Airport, Dallas-Ft.
Worth and  Denver, which  continued  throughout 1999.  During  1999, the Company
began nonstop  service to  Philadelphia,  which was not served  during 1998.  In
addition to these new  services,  the Company served the following  existing jet
markets in  both years:  Ft.  Lauderdale,  Ft.  Myers,  Las Vegas,  Los Angeles,
New York's John  F. Kennedy International Airport, Orlando, Phoenix, St. Peters-
burg, San  Francisco and  Sarasota.  The Company's  operations at Chicago-Midway
continued to be the fastest growing portion of  its scheduled  service  business
in  1999.  The  Company operated a  peak  schedule of  67 daily jet and commuter
departures from Chicago-Midway and served 22 destinations on a nonstop basis in
the  summer  of 1999, as  compared  to 57 peak  daily  departures and 21 nonstop
destinations  served  in the  summer of  1998. In 1998, the Company  completed a
$1.7  million  renovation of  the existing terminal facilities at Chicago-Midway
to enhance their attractiveness and convenience for its customers.

The Company's Hawaii service  accounted for 18.5% of scheduled  service ASMs and
4.7% of scheduled  service  departures  in 1999,  as compared to 21.3% and 5.4%,
respectively,  in 1998. The Company provided nonstop services in both years from
Los  Angeles,  Phoenix  and  San  Francisco  to both  Honolulu  and  Maui,  with
connecting service between Honolulu and Maui.

The Company's Indianapolis service accounted for 14.0% of scheduled service ASMs
and 10.8% of  scheduled  service  departures  in 1999,  as compared to 16.1% and
12.7%, respectively,  in 1998. In 1999 and 1998, the Company operated nonstop to
Cancun,  Ft.  Lauderdale,  Ft.  Myers,  Las Vegas,  Los  Angeles,  Orlando,  St.
Petersburg, San Francisco and Sarasota.

On June 9, 1999,  nonstop service commenced between Ft. Lauderdale and San Juan,
Puerto Rico, and on June 16, 1999,  nonstop service was begun between New York's
John F. Kennedy  International  Airport and San Juan. Between June and September
1999, the Company  operated  seasonal service between New York's John F. Kennedy
International Airport and Dublin and Shannon, Ireland.

Commercial Charter Revenues.  Commercial charter revenues accounted for 23.5% of
consolidated revenues in 1999, as compared to 24.2% in 1998. The following table
sets forth, for the periods indicated,  certain key operating and financial data
for the commercial charter operations of the Company.

<TABLE>
<CAPTION>

                                                   Twelve Months Ended December 31,
                                          1999          1998       Inc (Dec)      % Inc (Dec)
                                          ---------------------------------------------------
<S>                                  <C>           <C>              <C>                <C>
Departures (b)                          10,212         9,602            610             6.35
Block Hours (c)                         37,119        33,516          3,603            10.75
RPMs (000s) (d)                      3,253,165     3,009,638        243,527             8.09
ASMs (000s) (e)                      4,129,966     3,882,202        247,764             6.38
Passengers Enplaned (g)              1,753,237     1,617,901        135,336             8.36
Revenue $ (000s)                       263,766       222,571         41,195            18.51
RASM in cents (h)                         6.39          5.73           0.66            11.52
RASM less fuel escalation (l)             6.35          5.73           0.62            10.82

</TABLE>


See footnotes (b) through (h) on pages 19 and 20. See footnote (l) on page 23.

Track charter accounted for approximately $193.8 million in revenues in 1999, as
compared  to  $176.4   million  in  1998.   Specialty   charter   accounted  for
approximately $40.0 million in revenues in 1999, as compared to $35.1 million in
1998.

Military/Government  Charter  Revenues.  The following table sets forth, for the
periods   indicated,   certain  key  operating   and  financial   data  for  the
military/government flight operations of the Company.

<TABLE>
<CAPTION>

                                                    Twelve Months Ended December 31,
                                          1999          1998        Inc (Dec)      % Inc (Dec)
                                          ----------------------------------------------------
<S>                                  <C>           <C>                <C>               <C>
Departures (b)                           4,444         4,447              (3)           (0.07)
Block Hours (c)                         15,354        16,389          (1,035)           (6.32)
RPMs (000s) (d)                        818,627       821,813          (3,186)           (0.39)
ASMs (000s) (e)                      2,027,471     1,963,069          64,402             3.28
Passengers Enplaned (g)                199,013       205,641          (6,628)           (3.22)
Revenue $ (000s)                       126,213       121,911           4,302             3.53
RASM in cents (h)                         6.23          6.21            0.02             0.32
RASM less fuel escalation (m)             6.21          6.35           (0.14)           (2.20)
</TABLE>


See footnotes (b) through (h) on pages 19 and 20. See footnote (m) on page 24.

Ground  Package  Revenues.  In 1999, ground package revenues increased 150.9% to
$58.2 million, as compared to $23.2 million in 1998.

Effective  January 31, 1999,  the Company  completed the  acquisition  of Travel
Charter  International  ("TCI") in Detroit,  Michigan (see "Financial Statements
and Supplementary  Data Notes to Consolidated  Financial  Statements - Note 13 -
Acquisition  of  Businesses.")  TCI provides  tour  packages,  including  ground
arrangements,  primarily to Mexican, Caribbean and Central American destinations
during the winter season, and to Europe in the summer. Prior to the acquisition,
the Company had a relationship with TCI as a major provider of passenger airline
services  for over 14 years.  Approximately  $15.6  million of the  increase  in
ground  package  revenues was  attributable  to the  incremental  ground package
revenues  of TCI,  none of which  were  included  in the  Company's  results  of
operations in 1998.

Effective April 30, 1999, the Company  completed the purchase of Key Tours, Inc.
and affiliated companies,  also a tour operator serving the Detroit metropolitan
area (see "Financial  Statements and Supplementary  Data - Notes to Consolidated
Financial Statements - Note 13 - Acquisition of Businesses.") Key Tours provides
tour packages,  including ground  arrangements,  to such leisure destinations as
Las Vegas and Florida.  The Company has had a  relationship  with Key Tours as a
major provider of passenger  airline  services for over 15 years.  Approximately
$16.6 million of the increase in ground package revenues was attributable to the
incremental ground package revenues of Key Tours, none of which were included in
the Company's results of operations in 1998.

Other  Revenues.  Other revenues are comprised of the  consolidated  revenues of
affiliated  companies,   together  with  miscellaneous   categories  of  revenue
associated  with the  scheduled  and charter  operations  of the Company.  Other
revenues  increased  22.8% to $49.6  million  during 1999,  as compared to $40.4
million in 1998. The Company's other revenues increased  primarily due to higher
revenues earned in non-passenger  airline businesses,  especially cargo revenues
which increased  approximately  $6.5 million,  largely due to the acquisition of
the remaining 50% of the Amber Air Freight  partnership at the beginning of 1999
(see  "Financial  Statements  and  Supplementary  Data - Notes  to  Consolidated
Financial Statements - Note 13 - Acquisition of Businesses").

Operating Expenses

Salaries,  Wages and  Benefits.  Salaries,  wages and  benefits  expense in 1999
increased 19.5% to $252.6 million, as compared to $211.3 million in 1998.

The Company increased its average equivalent employees by approximately 14.8% in
1999, as compared to 1998, in order to appropriately  staff the Company's growth
between  periods.  This growth was most  significant in categories of employees,
which are influenced directly by flight activity. Some employment growth in 1999
was also  provided to improve  customer  service in targeted  areas,  such as at
airport ticket  counters,  in reservations  and in other  departments  primarily
involved in  delivering  services to the Company's  customers.  The Company also
recorded  $6.7  million  in  additional  salaries,  wages and  benefits  in 1999
attributable  to new companies  acquired.  The average rate of pay earned by the
Company's employees  (including all categories of salaries,  wages and benefits)
increased by approximately 4.1% in 1999 as compared to 1998.

In 1999, the Company recorded $6.4 million in variable  compensation and related
payroll taxes as compared to 1998,  when $8.9 million in such  compensation  was
recorded.  The Company's variable  compensation plans in both 1999 and 1998 paid
significant  cash awards to employees as a result of the achievement of specific
profitability targets.

Fuel and Oil. Fuel and oil expense increased 24.4% to $170.9 million in 1999, as
compared to $137.4 million in 1998.  The Company  consumed 11.3% more gallons of
jet fuel for flying operations  between years,  which resulted in an increase in
fuel expense of  approximately  $15.0 million.  Jet fuel  consumption  increased
primarily  due to the increased  number of block hours of jet flying  operations
between  periods.  The Company flew 157,481 jet block hours in 1999, as compared
to 144,237 jet block hours in 1998, an increase of 9.2% between years.

During  1999,  the  Company's  average  cost per  gallon  of jet  fuel  consumed
increased by 12.0% as compared to 1998, resulting in an increase in fuel and oil
expense of  approximately  $18.0 million  between  years.  This increase in fuel
price  was  experienced  generally  in  the  airline  industry  as a  result  of
significant  increases in average crude oil and  distillate  market  prices,  as
compared to 1998, particularly in the last two quarters of 1999.

The Company  entered into fuel price hedge  contracts  during 1998 and the first
six months of 1999  under  which the  Company  sought to reduce the risk of fuel
price increases.  These hedges impacted fuel and oil expense by 1.8% and 1.2% in
1999 and 1998, respectively.

Depreciation and Amortization.  Depreciation and amortization  expense increased
22.0% to $96.0  million in 1999,  as  compared  to $78.7  million  in 1998.  The
Company recorded  goodwill  amortization  expense of $0.9 million in 1999 due to
the acquisition of new businesses, which was not incurred in 1998.

Depreciation  expense  attributable  to owned  engines,  airframes and leasehold
improvements  increased  $9.0 million in 1999, as compared to 1998.  The Company
purchased  nine  Boeing  727-200  aircraft  in 1999,  which had been  previously
financed through operating leases,  thereby increasing  depreciation  expense on
engines  and  airframes  between  years.  The Company  recorded a  reduction  in
aircraft rental expense between periods for the termination of operating  leases
for these aircraft,  which is further described below under "Aircraft  Rentals."
The Company also placed four Lockheed  L-1011-500 owned aircraft into service in
1999,  none of  which  were  owned in  1998.  The  Company  also  increased  its
investment  in rotable  parts and computer  hardware and  software,  among other
items of property  and  equipment,  resulting  in an  increase  in  depreciation
expense of $6.6 million in 1999, as compared to 1998.

Amortization of capitalized engine and airframe overhauls increased $9.7 million
in 1999,  as compared  to 1998,  after  including  the  offsetting  amortization
associated  with  manufacturers'  credits.  Changes  to  the  cost  of  overhaul
amortization  were  partly due to the  increase  in total block hours and cycles
flown  between  comparable  periods for the Boeing  727-200 and Lockheed  L-1011
fleets  since such  expense  varies  with that  activity,  and partly due to the
completion of more engine and airframe overhauls between periods for these fleet
types. Rolls-Royce-powered Boeing 757-200 aircraft, nine of which were delivered
new from the  manufacturer  between late 1995 and late 1999,  are not  presently
generating   any  engine  or  airframe   overhaul   expense  since  the  initial
post-delivery  overhauls for these  aircraft are not yet due under the Company's
maintenance programs.

The cost of engine  overhauls that become worthless due to early engine failures
and which  cannot be  economically  repaired  is  charged  to  depreciation  and
amortization   expense  in  the  period  the  engine  fails.   Depreciation  and
amortization  expense attributable to these write-offs decreased $2.3 million in
1999, as compared to 1998.  When these early engine failures can be economically
repaired, the related repairs are charged to aircraft maintenance, materials and
repairs expense.

As is more fully explained in Note 12 to the Consolidated  Financial Statements,
certain changes in accounting  estimates for depreciation  have been made by the
Company.  Effective July 1, 1998, the Company extended the estimated useful life
of the 13 owned Lockheed  L-1011-50 and 100 aircraft to a common retirement date
of December  2004,  and also reduced the estimated  salvage value of the related
airframes,  engines and rotables.  This change in estimate reduced  depreciation
expense in 1999 by $2.0  million,  as compared to 1998.  In addition,  effective
January 1, 1999, the Company  extended the estimated useful lives of capitalized
Boeing 727-200 airframes, engines and improvements,  all leasehold improvements,
and all rotable parts  associated  with this fleet,  and reduced the  associated
estimated  salvage  values.  The effect of this change in estimate was to reduce
depreciation expense in 1999 by $4.6 million, as compared to 1998.

Handling,  Landing and Navigation  Fees.  Handling,  landing and navigation fees
increased  by 19.7% to $89.3  million in 1999,  as compared to $74.6  million in
1998.  The total  number of  system-wide  jet  departures  between 1999 and 1998
increased by 9.4% to 50,207 from 45,881, resulting in approximately $6.8 million
in volume-related  handling and landing expense increases between periods.  Many
of these  departures were to  destinations  with  significantly  higher handling
costs and landing fees, and  proportionately  more such  departures were made by
wide-body  L-1011  aircraft,  which incur higher  handling and landing costs per
departure. These price and departure mix variances resulted in $4.7 million more
handling  and  landing  costs  in  1999  than  in  1998.  The  Company  incurred
approximately  $1.1 million in higher  deicing  costs in 1999,  as compared with
1998,  attributable to the impact of more winter weather on flight operations in
1999 than in 1998. Additionally, the Company recorded approximately $1.4 million
in higher  cargo  handling  expenses in 1999,  as  compared to 1998,  due to the
acquisition of T.G. Shown Associates, Inc. in January 1999.

Aircraft  Rentals.  Aircraft  rentals  expense for 1999 increased 10.5% to $58.7
million from $53.1 million in 1998. The Company financed four and refinanced one
additional Boeing 757-200 aircraft in 1999 with operating leases,  including two
aircraft  delivered new from the manufacturer at the end of 1998, and two others
delivered in October and November 1999,  increasing  aircraft rentals expense by
$12.5 million in 1999,  as compared to 1998.  The Company also owned nine Boeing
727-200 aircraft during most of 1999, which had been financed through  operating
leases during most of 1998,  thereby  reducing  aircraft rentals expense by $6.9
million between years.

Aircraft Maintenance, Materials and Repairs. Aircraft maintenance, materials and
repairs  expense  increased  3.5% to $55.6 million in 1999, as compared to $53.7
million in 1998. The Company  expensed a total of 53  maintenance  checks on its
fleet during 1999, as compared to 51 in 1998. The cost of materials consumed and
components  repaired  in  association  with such  checks  and other  maintenance
activity increased by $2.3 million between 1999 and 1998.

Crew and  Other  Employee  Travel.  The cost of crew and other  employee  travel
increased  19.5% to $49.7 million in 1999, as compared to $41.6 million in 1998.
During 1999, the Company's average  full-time-equivalent  cockpit and cabin crew
employment was 9.7% higher than in 1998,  while jet block hours flown  increased
by 9.2% between the same periods. The Company also experienced lower utilization
of  crewmembers  due to the increase in military  business.  The average cost of
hotel rooms per  full-time-equivalent  crewmember  increased  17.6% in 1999,  as
compared to 1998. Such hotel costs increased  primarily due to higher room rates
paid in 1999.

Ground Package Cost.  Ground  package cost increased  151.3% to $49.0 million in
1999, as compared to $19.5 million in 1998.  Approximately $27.3 million of this
increase was  attributable  to the operations of Travel Charter and Key Tours in
1999, none of which costs were incurred in 1998.

Passenger  Service.  For 1999 and 1998,  catering  represented  82.0% and 84.1%,
respectively,  of total passenger  service expense.  The total cost of passenger
service  increased  15.3% to $39.2 million in 1999, as compared to $34.0 million
in 1998. The Company experienced a decrease of approximately 2.7% in the average
unit cost of catering each passenger  between years,  primarily  because in 1999
there  were  relatively  more  scheduled  service  passengers  in the  Company's
business  mix,  who are  provided a  less-expensive  catering  product  than the
Company's   longer-stage-length   commercial  and  military/government   charter
passengers. This resulted in a price-and-business-mix  reduction of $1.0 million
in catering expense in 1999, as compared to 1998. Total jet passengers  boarded,
however,  increased 14.1% between years, resulting in approximately $3.9 million
in higher volume-related  catering expenses between the same sets of comparative
periods.

Commissions.  Commissions  expense  increased 37.2% to $39.1 million in 1999, as
compared to $28.5 million in 1998. Approximately $7.5 million of the increase in
commissions in 1999, as compared to 1998, was  attributable to commissions  paid
to travel agents by Travel Charter and Key Tours, which were acquired during the
first half of 1999. Such commissions were not included in the Company's  results
of operations in 1998.

Scheduled service commissions expense increased by $2.8 million between 1999 and
1998,  due to the  corresponding  increase  in  commissionable  revenues  earned
between  periods.  The Company  experienced  a decrease in fourth  quarter  1999
commission  expenses due to an industry  decrease in travel  agency  commissions
paid from 8.0% to 5.0%.

Other Selling Expenses.  Other selling expenses increased 27.1% to $28.1 million
in 1999,  as compared to $22.1  million in 1998.  Scheduled  service  passengers
boarded  increased  19.1%  between the same periods.  All such selling  expenses
increased  due to growth in the  scheduled  service and tour  operator  business
units between periods.

Advertising.  Advertising  expense  increased  4.5% to $18.6 million in 1999, as
compared  to $17.8  million  in  1998.  The  Company  incurs  advertising  costs
primarily  to  support  single-seat  scheduled  service  sales  and the  sale of
air-and-ground  packages.  Advertising support for these lines of businesses was
increased in 1999,  consistent  with the Company's  overall  strategy to enhance
scheduled service RASM through increases in load factor and yield.

Facilities and Other Rentals. The cost of facilities and other rentals increased
40.0%  to  $13.3  million  in  1999,  as  compared  to  $9.5  million  in  1998.
Approximately $1.7 million of the growth in facilities costs between periods was
attributable to the need to provide  facilities at airport  locations to support
new  scheduled   service   destinations   and  expanded   services  at  existing
destinations.  Facility  costs also  increased  $0.8  million as a result of the
acquisition of new businesses.

Other  Operating  Expenses.  Other operating  expenses  increased 16.1% to $72.2
million in 1999, as compared to $62.2 million in 1998. Other operating  expenses
increased primarily due to the cost of passenger air transportation purchased by
Travel  Charter and Key Tours from air  carriers  other than the Company  during
1999, none of which was included in the Company's 1998 results of operation.

Interest  Income  and  Expense.  Interest  expense  in 1999  increased  to $21.0
million,  as compared to $12.8 million in 1998. The increase in interest expense
between periods was primarily due to changes in the Company's  capital structure
resulting from the sale in December 1998 of $125.0  million in principal  amount
of 9.625%  unsecured  senior notes.  In December 1999, the Company  completed an
additional  sale of $75.0 million  principal  amount of 10.5%  unsecured  senior
notes.  Interest  expense of $11.5 million was recorded in 1999 for these notes,
which was not incurred in 1998.

The interest  expense  increase in 1999 was partially offset by $1.7 million due
to more  interest  being  capitalized  primarily on Boeing  757-200 and Lockheed
L-1011-500 fleet  acquisitions,  and $2.3 million due to the repayment of a note
payable secured by a Boeing 757-200 aircraft,  which had been outstanding during
1998.

The Company  invested excess cash balances in short-term  government  securities
and commercial paper and thereby earned $5.4 million in interest income in 1999,
as compared to $4.4 million in 1998.

Other Non-Operating  Income. The Company holds a membership interest in the SITA
Foundation ("SITA"),  an organization that provides data communication  services
to the airline  industry.  SITA's  primary asset is its ownership in Equant N.V.
("Equant").  In February and December 1999,  SITA sold a portion of its interest
in Equant in a secondary  public  offering and distributed the pro rata proceeds
to certain of its members (including  Amtran,  Inc.) that elected to participate
in the  offering.  The Company  recorded a gain on the sale of Equant  shares of
$1.7 million in the first  quarter of 1999 and a similar gain of $1.3 million in
the fourth quarter of 1999.

Income Tax Expense.  In 1999,  the Company  recorded $30.5 million in income tax
expense applicable to $77.8 million of pre-tax income for that period,  while in
1998,  income tax expense was $27.1 million on pre-tax  income of $67.2 million.
The  effective tax rate  applicable  to 1999 was 39.2%,  as compared to 40.4% in
1998.

Liquidity and Capital Resources

Cash  Flows.  In  2000,  1999  and  1998,  the net cash  provided  by  operating
activities was $111.7 million, $152.7 million and $151.5 million,  respectively.
The decrease in cash provided by operating  activities between 1999 and 2000 was
primarily   attributable   to  lower  earnings,   partially   offset  by  higher
depreciation and amortization charges.

Net cash used in investing  activities  was $290.8  million,  $305.7 million and
$142.4  million,  respectively,  in the years ended December 31, 2000,  1999 and
1998.  Such amounts  primarily  included  capital  expenditures  totaling $263.5
million, $274.3 million and $175.4 million, respectively, for aircraft purchases
and pre-delivery deposits, engine and airframe overhauls, airframe improvements,
hushkit  installations  and the purchase of rotable parts.  The Company recorded
$144.2  million and $20.4 million in 2000 and 1999,  respectively,  for deposits
applicable  to aircraft  scheduled  for future  delivery.  In 1999,  the Company
recorded  $74.2  million in capital  expenditures  related to the  purchase  and
modification of five  L-1011-500  aircraft and $41.5 million for the purchase of
nine Boeing 727-200 aircraft that were previously leased.

Net cash provided by financing  activities for the year ended December 31, 2000,
1999  and  1998,  was  $188.1   million,   $100.3  million  and  $59.6  million,
respectively.  In all years, cash provided by financing activities was primarily
attributable to proceeds from long-term debt, which in 2000 consisted  primarily
of $89.9 million in aircraft deposit finance facilities,  $23.0 million in notes
collateralized  by two L-1011-500  aircraft and a $10.0 million mortgage secured
by the  Company's  Indianapolis  maintenance  facility,  and in  1999  consisted
primarily of $75.0 million  principal  amount of unsecured senior notes, a $17.0
million special facility revenue bond and a $7.9 million note payable.  In 1998,
proceeds  from  long-term  debt  were  comprised  primarily  of  $125.0  million
principal  amount of unsecured  senior notes and a $6.0 million special facility
revenue bond. Also  contributing  to cash provided by financing  activities were
proceeds from the sale/leaseback of several new aircraft of $10.8 million,  $6.9
million and $0.4 million in 2000,  1999 and 1998,  respectively.  In 2000,  cash
provided by financing  activities  also  included  the sale of $80.0  million of
redeemable  preferred  stock.  These cash inflows were offset by treasury  stock
purchases of $14.1  million,  $8.6  million and $0.1  million in 2000,  1999 and
1998, respectively.  Cash inflows were also offset by payments on long-term debt
of $14.0  million in 2000 for  scheduled  monthly  installment  payments and the
repayment of an advance from the City of Indianapolis  obtained in 1995 and $1.6
million for scheduled monthly installment payments in 1999. In 1998, payments on
long-term  debt  consisted  primarily of a $34.0  million  repayment of the bank
credit  facility,  a $30.0 million  repayment of a note payable and $7.5 million
for other repayments.

Aircraft and Fleet Transactions.  On May 4, 2000, the Company announced a series
of preliminary  agreements to obtain 39 Boeing  737-800  aircraft and ten Boeing
757-300 aircraft,  as well as engines to power the aircraft.  The Boeing 737-800
aircraft will be powered by General Electric CFM56-7B27 engines,  and the Boeing
757-300  aircraft will be powered by Rolls-Royce  RB211-535 E4C engines.  During
the second  half of the year,  the  Company  converted  most of the  preliminary
agreements into firm commitments.

On June 30,  2000,  the  Company  signed a  purchase  agreement  with the Boeing
Company  to  purchase  the  ten new  Boeing  757-300s  and 20 of the new  Boeing
737-800s. The aircraft will be obtained directly from Boeing. The manufacturer's
list price is $73.1 million for each 757-300 and $52.4 million for each 737-800,
subject to escalation. The Company's purchase price for each aircraft is subject
to various discounts.  The deliveries of the aircraft are scheduled between June
2001 and April 2003.  Advance  payments are required for these  purchases,  and,
during 2000, the Company funded these advance  deposits through aircraft deposit
finance facilities and the sale of preferred stock. As of December 31, 2000, the
Company had made $136.9 million in advanced payments for these aircraft.

On September  20, 2000,  the Company  signed an agreement to lease 14 of the new
Boeing  737-800s from  International  Lease  Finance  Corporation  ("ILFC").  In
conjunction  with this agreement,  the Company also committed to the purchase of
two spare General Electric aircraft  engines,  which will also be funded through
lease financing from ILFC. The aircraft under this lease agreement are scheduled
for  delivery  between  May 2001 and May  2004,  while  the  spare  engines  are
scheduled for delivery in 2001.

On December 6, 2000,  the Company  signed an  agreement to lease five of the new
Boeing 737-800s from GE Capital Aviation Services. The aircraft under this lease
agreement are scheduled for delivery from July 2001 through July 2002.

In connection with the new aircraft orders,  the Company is negotiating with BCC
on a  structure  for the  creation  of a limited  liability  company  ("LLC") to
remarket the  Company's  Boeing  727-200  aircraft in both  passenger  and cargo
configurations.  In exchange for  supplying  the aircraft and certain  operating
services to this joint  venture,  the Company  expects to receive  both cash and
equity in the LLC.  The Company  expects  that BCC will  provide  the  marketing
expertise and capital for cargo conversions.

In 1994,  the Company  signed a purchase  agreement for six new Boeing  757-200s
that, as  subsequently  amended,  provided for 13 total aircraft to be delivered
between  1995 and 2000.  As of December  31,  2000,  the  Company  had  accepted
delivery of all of the aircraft under these agreements. The final two deliveries
occurred  in  November  2000.  The  Company   financed  these  aircraft  through
sale/leaseback transactions accounted for as operating leases.

In January 2000,  Chicago Express  Airlines,  Inc., a wholly owned subsidiary of
Amtran, entered into an agreement to purchase nine Saab 340B aircraft, including
spare engines, spare parts and crew training, for an aggregate purchase price of
approximately $30.0 million.  These aircraft were placed into service throughout
2000 in conjunction with the retirement of their fleet of Jetstream J31s, all of
which were leased.  As of December 31, 2000,  Chicago Express had taken delivery
of all nine of these  aircraft,  all of which  have  been  placed  into  revenue
service, and financed them through sale/leaseback  transactions accounted for as
operating leases.

Between the third  quarter of 1998 and the fourth  quarter of 1999,  the Company
accepted delivery of five L-1011-500 aircraft,  which are powered by Rolls-Royce
RB211-524B4-02  engines.  Upon delivery of each aircraft,  the Company completed
certain  modifications  and improvements to the airframes and interiors in order
to qualify  them to operate in a  standard  coach-seating  configuration  of 307
seats.  Modifications  were  completed  on all  aircraft,  the last of which was
placed  into  service in the first  quarter of 2000.  The total cost of the five
aircraft,  together with spare engines and spare parts, was approximately $100.0
million.  The Company  financed these aircraft through the issuance of unsecured
notes and secured equipment debt.

Significant Financings.  In July 1997, the Company sold $100.0 million principal
amount of 10.5%  unsecured  senior notes.  In December 1999, the Company sold an
additional  $75.0 million  principal amount of 10.5% unsecured senior notes. The
$75.0  million in notes sold in 1999 were  issued as a private  placement  under
Rule 144A.  The Company  subsequently  completed  an exchange  offer under which
registered notes of equal value were issued to holders of the original notes.

In December  1998, the Company sold $125.0  million  principal  amount of 9.625%
unsecured senior notes in a public offering.

In the second  quarter of 1999,  the Company  completed  the  construction  of a
120,000 square foot Maintenance and Operations  Center  immediately  adjacent to
the Company's  maintenance  hangar at Indianapolis  International  Airport.  The
Company  financed  this  facility with an $8.0 million loan secured by a 15-year
mortgage on the facility.

In December 1999, ATA issued $17.0 million of special  facility revenue bonds to
finance the construction of certain  facilities at Chicago-Midway  Airport.  The
bonds  are  payable  from and  secured  by an  assignment  of  special  facility
revenues,  including  certain of the City of  Chicago's  rights  under a special
facility  financing  agreement between the City of Chicago and the Company.  The
Company  guarantees  payment  on the bonds.  Construction  of this  facility  is
currently in progress and is expected to be completed by the end of 2001.

In December 1999, the Company  amended its revolving  credit facility to provide
for maximum  borrowings  of $100.0  million,  including up to $50.0  million for
stand-by letters of credit. The facility matures January 2, 2003, and borrowings
under the facility bear  interest,  at the option of ATA, at either LIBOR plus a
margin or the agent  bank's  prime  rate.  This  facility  is subject to certain
restrictive covenants and is collateralized by certain L-1011-50, L-1011-100 and
Boeing 727-200 aircraft. As of December 31, 2000, there were no borrowings under
the facility.

On February 22, 2000, the Company borrowed $11.5 million, and in September 2000,
the Company borrowed an additional $11.5 million. Each five-year note reflecting
these borrowings is collateralized by one Lockheed L-1011-500 aircraft.

On September  29, 2000,  the Company  obtained a $10.0  million,  14-year  loan,
secured  by  a  mortgage  on  its  maintenance   facility  at  the  Indianapolis
International  Airport.  The  proceeds of the loan were used to repay an advance
received from the City of Indianapolis, in December 1995, that resulted from the
sale/leaseback of the facility.

In December 2000, the Company entered into three finance facilities,  with Banca
Commerciale  Italiana,  General Electric Capital Corporation and Rolls Royce, to
fund  pre-delivery  deposits on new Boeing 757-300 and Boeing 737-800  aircraft.
These  facilities  provide for up to $173.2 million in aircraft deposit funding,
and, as of December 31, 2000,  the Company had borrowed  $89.9  million  against
these three facilities,  of which $75.6 million has been classified as a current
liability because the amounts are payable upon delivery of aircraft in 2001. The
remaining $14.3 million has been classified as a long-term liability because the
Company has  obtained a  commitment  for lease  financing  upon  delivery of the
aircraft. Interest on the facilities is payable monthly.

As  described  under  "Market  for the  Registrant's  Common  Stock and  Related
Security Holder Matters," on September 20, 2000, the Company issued and sold 300
shares of Series B Preferred to ILFC. For additional details with respect to the
issuance  and sale of the Series B Preferred,  see "Market for the  Registrant's
Common Stock and Related Security Holder Matters" and "Financial  Statements and
Supplementary  Data - Notes  to  Consolidated  Financial  Statements  - Note 9 -
Preferred Stock."

As  described  under  "Market  for the  Registrant's  Common  Stock and  Related
Security Holder  Matters," on December 28, 2000, the Company issued and sold 500
shares of Series A Preferred to BCC. For additional  details with respect to the
issuance  and sale of the Series A Preferred,  see "Market for the  Registrant's
Common Stock and Related Security Holder Matters" and "Financial  Statements and
Supplementary  Data - Notes  to  Consolidated  Financial  Statements  - Note 9 -
Preferred Stock."

The proceeds from the issuance and sale of the Series A Preferred and the Series
B Preferred  were used to finance  aircraft  deposits on the Boeing  757-300 and
Boeing 737-800 aircraft.

Future Accounting Changes

In June 1998,  the  Financial  Accounting  Standards  Board issued  Statement of
Financial  Accounting  Standards  ("SFAS") No. 133,  Accounting  for  Derivative
Instruments and Hedging  Activities,  as  subsequently  amended by SFAS No. 137,
Accounting for Derivative  Instruments and Hedging  Activities - Deferral of the
Effective Date of FASB  Statement 133, and SFAS No. 138,  Accounting for Certain
Derivative   Instruments  and  Certain  Hedging  Activities.   These  accounting
standards are effective for all fiscal  quarters of fiscal years beginning after
June 15, 2000,  requiring that all derivatives be recognized as either assets or
liabilities  at fair  value.  The  Company  has  evaluated  the  new  accounting
standards  and will adopt them in the first  quarter of 2001.  The  Company  has
engaged in certain fuel  hedging  activities  beginning in the third  quarter of
2000, which will be subject to the accounting and disclosure  provisions of SFAS
No. 133, as amended.  The  adoption of this  statement  will not have a material
effect on the Company's financial statements.

Forward-Looking Information

Information contained within "Management's  Discussion and Analysis of Financial
Condition and Results of Operations" includes forward-looking  information which
can be identified by forward-looking  terminology such as "believes," "expects,"
"may,"  "will,"  "should,"  "anticipates,"  or the  negative  thereof,  or other
variations in comparable terminology.  Such forward-looking information is based
upon management's current knowledge of factors affecting the Company's business.
The differences  between  expected  outcomes and actual results may be material,
depending upon the circumstances.  Where the Company expresses an expectation or
belief as to future results in any forward-looking information, such expectation
or belief is expressed in good faith and is believed to have a reasonable basis.
The Company can provide no assurance that the statement of expectation or belief
will result or will be achieved or accomplished.

Such forward-looking  statements involve known and unknown risks,  uncertainties
and other factors that may cause actual results to be materially  different from
those expected. Such factors include, but are not limited to, the following:

o    economic conditions;
o    labor costs;
o    aviation fuel costs;
o    competitive pressures on pricing;
o    weather conditions;
o    governmental legislation and regulation;
o    consumer perceptions of the Company's products;
o    demand for air transportation in markets in which the Company operates; and
o    other  risks and  uncertainties  listed  from time to time in  reports  the
     Company periodically files with the Securities and Exchange Commission.

The Company  does not  undertake  to update its  forward-looking  statements  to
reflect future events or circumstances.





Item 7a.  Quantitative and Qualitative Disclosures About Market Risk

The Company is subject to certain market risks,  including  commodity price risk
resulting  from aircraft  fuel price  fluctuations  and interest rate risk.  The
adverse effects of potential  changes in these market risks are discussed below.
The sensitivity analyses presented do not consider the effects that such adverse
changes may have on overall economic activity,  nor do they consider  additional
actions  management may take to mitigate the Company's exposure to such changes.
See the notes to  consolidated  financial  statements  for a description  of the
Company's  accounting  policies and other information related to these financial
instruments.

Aircraft Fuel. The Company's results of operations are significantly impacted by
changes in the price of aircraft fuel. During 2000,  aircraft fuel accounted for
approximately 21.3% of the Company's  operating  expenses,  compared to 16.6% in
1999. In addition to purchasing fuel-hedging contracts, the Company obtains fuel
price  fluctuation  protection  from  escalation  clauses in certain  commercial
charter, military charter, bulk scheduled service and mail contracts.

During 1999 and 2000,  the Company  entered into fuel hedge  contracts to reduce
the volatility of fuel prices.  During early 1999, the company hedged fuel using
swap agreements,  which establish  specific swap prices for designated  periods,
and fuel cap  agreements,  which  guarantee  a  maximum  price  per  gallon  for
designated periods.  As of December 31, 1999,  however,  the Company had no fuel
hedge  contracts in effect.  During 2000,  the Company again began entering into
fuel hedge contracts, this time exclusively hedging fuel price using heating oil
swaps.  As of  December  31,  2000,  the  Company  had  outstanding  fuel  hedge
agreements  totaling 13.6 million  gallons,  or 4.8% of the Company's  projected
aircraft fuel requirements for 2001.

The following  table depicts the estimated  fair values the Company would pay or
receive on December 31, 2000,  had the contracts  been  terminated on that date,
based on a comparison  of the average  contract  rate to the  estimated  forward
prices of heating oil as of December 31, 2000.
<TABLE>
<CAPTION>
                                                                                      Estimated Fair
                                              Notional Amount      Average Contract        Values
                                               (in Gallons)        Rate per Gallon     (Pay)/Receive
                                             ---------------------------------------------------------
<S>                                            <C>                     <C>                <C>
Swap Contracts - Heating Oil                   13,608,000              $0.8175            ($528,999)
</TABLE>


Interest Rates. The Company's results of operations are affected by fluctuations
in market interest rates. As of December 31, 2000, the Company has approximately
$71.5  million  of  variable-rate  debt  available  through a  revolving  credit
facility.  In 2001, the Company does not expect to incur significant  borrowings
under the facility, so the risk of exposure to market interest rate fluctuations
is not significant.

As of  December  31,  2000,  the Company had  fixed-rate  unsecured  debt with a
carrying value of $300 million.  Based upon  discounted  future cash flows using
current incremental  borrowing rates for similar types of instruments,  the fair
value of the  fixed-rate  debt is estimated  at  approximately  $303.7  million.
Market risk,  estimated as the potential decrease in fair value resulting from a
hypothetical 1.0% decrease in interest rates, was approximately $14.5 million as
of December 31, 2000. As of December 31, 1999, that risk was approximately  $7.5
million.

If 2001 average short-term  interest rates decreased by 1.0% as compared to 2000
average  rates,  the  Company's   projected   interest  income  from  short-term
investments would decrease by approximately $1.5 million during 2001.








PART II - Continued




Item 8.        Financial Statements and Supplementary Data


              REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS





Board of Directors
Amtran, Inc.



We have audited the accompanying consolidated balance sheets of Amtran, Inc. and
subsidiaries  as of  December  31, 2000 and 1999,  and the related  consolidated
statements of  operations,  changes in  shareholders'  equity and cash flows for
each of the three years in the period ended  December 31, 2000.  Our audits also
included the  financial  statement  schedule  listed in the index at Item 14(a).
These financial  statements and schedule are the responsibility of the Company's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements and schedule based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable  assurance about whether the financial  statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting  the amounts and  disclosures in the financial  statements.  An audit
also includes assessing the accounting principles used and significant estimates
made by  management,  as well as  evaluating  the  overall  financial  statement
presentation.  We believe  that our audits  provide a  reasonable  basis for our
opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects,  the consolidated  financial position of Amtran, Inc. and
subsidiaries  at December  31, 2000 and 1999,  and the  consolidated  results of
their  operations and their cash flows for each of the three years in the period
ended  December 31, 2000, in conformity  with  accounting  principles  generally
accepted in the United  States.  Also,  in our  opinion,  the related  financial
statement  schedule,   when  considered  in  relation  to  the  basic  financial
statements  taken as a whole,  presents  fairly  in all  material  respects  the
information set forth herein.





/S/ERNST & YOUNG LLP
Indianapolis, Indiana
January 23, 2001






<PAGE>

<TABLE>
<CAPTION>

                   AMTRAN, INC. AND SUBSIDIARIES
                    CONSOLIDATED BALANCE SHEETS
                      (Dollars in thousands)

                                                                       December 31,   December 31,
                                                                           2000           1999
                                                                       -------------------------------

                            ASSETS
<S>                                                                  <C>            <C>
Current assets:
     Cash and cash equivalents ...................................   $   129,137    $   120,164
     Receivables, net of allowance for doubtful accounts
     (2000 - $1,191; 1999 - $1,511) ..............................        56,605         52,099
     Inventories, net ............................................        49,055         36,686
     Prepaid expenses and other current assets ...................        25,411         22,945
                                                                          ------         ------

Total current assets .............................................       260,208        231,894

Property and equipment:
     Flight equipment ............................................       962,906        781,171
     Facilities and ground equipment .............................       111,825         92,060
                                                                         -------         ------
                                                                       1,074,731        873,231
     Accumulated depreciation ....................................      (412,685)      (361,399)
                                                                        --------       --------
                                                                         662,046        511,832

Goodwill .........................................................        22,858         23,453
Deposits and other assets ........................................        87,318         48,102
                                                                          ------         ------

Total assets .....................................................   $ 1,032,430    $   815,281
                                                                     ===========    ===========


               LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:
    Current maturities of long-term debt .........................   $    82,476    $     2,079
    Accounts payable .............................................        10,066         20,234
    Air traffic liabilities ......................................       107,050         93,507
    Accrued expenses .............................................       147,095        126,180
                                                                         -------        -------

Total current liabilities ........................................       346,687        242,000

Long-term debt, less current maturities ..........................       375,473        345,792
Deferred income taxes ............................................        54,503         58,493
Other deferred items .............................................        51,113         17,620
                                                                          ------         ------

Total liabilities ................................................       827,776        663,905

Redeemable preferred stock; authorized and issued 800 shares              80,000             --

Shareholders' equity:
    Preferred stock; authorized 9,999,200 shares; none issued......           --             --
    Common stock, without par value; authorized 30,000,000 shares;
       issued 13,082,118 - 2000; 12,884,306 - 1999 ...............        59,012         55,826
    Treasury stock; 1,696,355 shares - 2000; 612,052 shares - 1999       (24,564)       (10,500)
    Additional paid-in-capital ...................................        12,232         12,910
    Retained earnings ............................................        77,974         93,673
    Deferred compensation - ESOP .................................            --           (533)
                                                                                           ----

Total shareholders' equity .......................................       124,654        151,376
                                                                         -------        -------

Total liabilities and shareholders' equity .......................   $ 1,032,430    $   815,281
                                                                     ===========    ===========


See accompanying notes.
</TABLE>
<PAGE>

<TABLE>
<CAPTION>

                                         AMTRAN, INC. AND SUBSIDIARIES
                                     CONSOLIDATED STATEMENTS OF OPERATIONS
                                 (Dollars in thousands, except per share data)

                                                                                          Year Ended December 31,
                                                                            2000               1999               1998
                                                                            ------------------------------------------

Operating revenues:
<S>                                                                    <C>               <C>                <C>
   Scheduled service..............................................     $  753,301        $    624,647       $   511,254
   Charter........................................................        435,262             389,979           344,482
   Ground package.................................................         59,848              58,173            23,186
   Other..........................................................         43,142              49,567            40,447
                                                                           ------              ------            ------
Total operating revenues..........................................      1,291,553           1,122,366           919,369
                                                                        ---------           ---------           -------

Operating expenses:
   Salaries, wages and benefits...................................        297,012             252,595           211,304
   Fuel and oil...................................................        274,820             170,916           137,401
   Depreciation and amortization..................................        125,041              96,038            78,665
   Handling, landing and navigation fees..........................         97,414              89,302            74,640
   Aircraft rentals...............................................         72,145              58,653            53,128
   Aircraft maintenance, materials and repairs....................         70,432              55,645            53,655
   Crew and other employee travel.................................         65,758              49,707            41,565
   Ground package cost............................................         50,903              49,032            19,466
   Passenger service..............................................         45,571              39,231            34,031
   Commissions....................................................         39,065              39,050            28,483
   Other selling expenses.........................................         36,650              28,099            22,147
   Advertising....................................................         22,016              18,597            17,772
   Facilities and other rentals...................................         15,817              13,318             9,536
   Other..........................................................         76,339              72,156            62,203
                                                                           ------              ------            ------
Total operating expenses..........................................      1,288,983           1,032,339           843,996
                                                                        ---------           ---------           -------

Operating income..................................................          2,570              90,027            75,373

Other income (expense):
  Interest income.................................................          8,389               5,375             4,433
  Interest expense................................................        (31,452)            (20,966)          (12,808)
  Other...........................................................            562              3,361                212
                                                                              ---              -----                ---
Other expenses....................................................        (22,501)            (12,230)           (8,163)
                                                                          -------             -------            ------

Income (loss) before income taxes and preferred stock dividends...        (19,931)             77,797            67,210
Income taxes (credit).............................................         (4,607)             30,455            27,129
                                                                           ------              ------            ------
Net income (loss).................................................        (15,324)             47,342            40,081

Preferred dividends...............................................           (375)                -                 -
                                                                             ----
Income (loss) available to common shareholders....................     $  (15,699)        $    47,342        $   40,081
                                                                       ==========         ===========        ==========

Basic earnings per common share:
Average shares outstanding........................................     11,956,532          12,269,474        11,739,106
Net income (loss) per common share................................     $    (1.31)        $      3.86        $     3.41
                                                                       ==========         ===========        ==========

Diluted earnings per common share:
Average shares outstanding........................................     11,956,532          13,469,537        13,066,222
Net income (loss) per common share................................    $    (1.31)        $      3.51        $     3.07
                                                                       ==========         ===========        ==========

See accompanying notes.

</TABLE>
<PAGE>

<TABLE>
<CAPTION>
                                        AMTRAN, INC. AND SUBSIDIARIES
      CONSOLIDATED STATEMENTS OF CHANGES IN REDEEMABLE PREFERRED STOCK, COMMON STOCK AND OTHER SHAREHOLDERS' EQUITY
                                            (Dollars in thousands)

                                              Redeemable                                 Additional                  Deferred
                                               Preferred       Common      Treasury       Paid-in      Retained        Comp
                                                 Stock          Stock       Stock         Capital      Earnings        ESOP
                                              ------------------------------------------------------------------------------

<S>                                           <C>             <C>         <C>             <C>           <C>         <C>
  Balance, December 31, 1997 ..............   $     --        $ 38,760    $ (1,760)       $ 15,340      $  6,250    $ (1,600)


     Net income ...........................         --              --          --              --        40,081          --

     Issuance of common stock for ESOP ....         --              --          --            (257)           --         534

     Restricted stock grants ..............         --             147          --             (66)           --          --

     Stock options exercised ..............         --           8,725          --          (4,089)           --          --

     Purchase of 8,506 shares of  treasury
     stock.................................         --              --        (121)             --            --          --

     Disqualifying disposition of stock ...         --              --         --              807            --          --
                                                                                               ---

  Balance, December 31, 1998 ..............          0           47,632     (1,881)         11,735         46,331      (1,066)
                                                     -           ------     ------          ------         ------      ------

     Net income ...........................         --              --         --               --         47,342         --

     Issuance of common stock for ESOP ....         --              --         --               37             --        533

     Restricted stock grants ..............         --              32         --              (10)            --          --

     Stock options exercised ..............         --           6,897         --           (3,207)            --          --

     Purchase of 418,546 shares of
     treasury stock .......................         --              --     (8,619)              --             --          --

     Disqualifying disposition of stock ...         --              --         --            3,887             --          --

     Acquisition of businesses ............         --           1,265         --              468             --          --
                                                                 -----                         ---

  Balance, December 31, 1999 ..............          0          55,826    (10,500)          12,910         93,673        (533)
                                                     -          ------    -------           ------         ------         ----

     Net loss .............................         --              --         --               --        (15,699)         --

     Issuance of redeemable preferred stock     80,000              --         --               --             --          --

     Issuance of common stock for ESOP ....         --              --         --              276             --         533

     Restricted stock grants ..............         --              67        (14)              17             --          --

     Stock options exercised ..............         --           2,937         --           (1,356)            --          --

     Purchase of 1,084,303 shares of
     treasury stock .......................         --              --    (14,050)              --             --          --

     Disqualifying disposition of stock ...         --              --         --              411             --          --


     Acquisition of businesses ............         --             182         --              (26)            --          --
                                                                   ---                         ---

  Balance, December 31, 2000 ..............    $80,000         $59,012   $(24,564)         $12,232        $77,974          $0
                                                ======          ======    =======           ======         ======           =


  See accompanying notes.
</TABLE>
<PAGE>

<TABLE>
<CAPTION>

               AMTRAN, INC. AND SUBSIDIARIES
           CONSOLIDATED STATEMENTS OF CASH FLOWS
                   (Dollars in thousands)

                                                                              Year Ended December 31,
                                                                    2000              1999             1998
                                                                    --------------------------------------
<S>                                                            <C>                <C>              <C>
Operating activities:

Net income (loss)                                              $ (15,324)         $ 47,342         $  40,081
Adjustments to reconcile net income (loss)
  to net cash provided by operating activities:
     Depreciation and amortization.......................         125,041           96,038            78,665
     Deferred income taxes...............................          (3,990)           5,873            21,160
     Other non-cash items................................           4,324            7,573             1,358
Changes in operating assets and liabilities:
     Receivables ........................................          (4,506)         (21,197)           (1,655)
     Inventories ........................................         (15,191)         (18,746)           (4,356)
     Prepaid expenses ...................................          (2,466)           7,484            (4,712)
     Accounts payable ...................................         (10,168)          10,684            (3,353)
     Air traffic liabilities ............................          13,543           (2,465)            8,108
     Accrued expenses ...................................          20,429           20,087            16,166
                                                                   ------           ------            ------
    Net cash provided by operating activities ...........         111,692          152,673           151,462
                                                                  -------          -------           -------
Investing activities:

Proceeds from sales of property and equipment ...........              68              264            37,061
Capital expenditures ....................................        (263,501)        (274,300)         (175,417)
Acquisition of businesses, net of cash acquired .........              --           16,673                --
Additions to other assets ...............................         (27,404)         (48,355)           (3,996)
Net cash used in investing activities ...................        (290,837)        (305,718)         (142,352)

Financing activities:

Preferred stock dividends..................................          (375)              --                --
Payments on short-term debt................................            --               --            (4,750)
Proceeds from sale/leaseback transactions..................         10,791           6,890               350
Proceeds from long-term debt. .............................        123,942          99,902           131,000
Payments on long-term debt ................................        (13,998)         (1,590)          (71,485)
Proceeds from stock option exercises ......................          1,822           3,690             4,636
Proceeds from redeemable perferred stock ..................         80,000              --                --
Purchase of treasury stock ................................        (14,064)         (8,619)             (121)
                                                                   -------          ------              ----
Net cash provided by financing activities .................        188,118         100,273            59,630
                                                                   -------         -------            ------

Increase (decrease) in cash and cash equivalents ..........          8,973         (52,772)           68,740
Cash and cash equivalents, beginning of period ............        120,164         172,936           104,196
Cash and cash equivalents, end of period ..................      $ 129,137       $ 120,164         $ 172,936

Supplemental disclosures:

Cash payments for:
    Interest ...............................................     $  31,628       $  24,411         $  14,685
    Income taxes ...........................................           579          11,910             7,897

Financing and investing activities not affecting cash:
    Capital lease ..........................................     $     117       $   2,729                --
    Accrued capital interest ...............................     $   7,890              --                --


See accompanying notes.
</TABLE>
<PAGE>
Notes to Consolidated Financial Statements

1.    Significant Accounting Policies

      Basis of Presentation and Business Description

      The consolidated financial statements include the accounts of Amtran, Inc.
      (the  "Company")  and  its  wholly  owned  subsidiaries.  All  significant
      intercompany accounts and transactions have been eliminated.

      The Company operates  principally in one business segment through American
      Trans Air, Inc.  ("ATA"),  its principal  subsidiary,  which  accounts for
      approximately  90%  of  the  Company's  operating   revenues.   ATA  is  a
      U.S.-certificated air carrier providing domestic and international charter
      and scheduled passenger air services.

      Use of Estimates

      The  preparation  of financial  statements  in conformity  with  generally
      accepted  accounting  principles requires management to make estimates and
      assumptions that affect the amounts  reported in the financial  statements
      and accompanying notes. Actual results could differ from those estimates.

      Cash Equivalents

      Cash  equivalents  are  carried  at cost and are  primarily  comprised  of
      investments in U.S.  Treasury  bills,  commercial  paper and time deposits
      which are purchased with original  maturities of three months or less (see
      Note 2).

      Inventories

      Inventories consist primarily of expendable aircraft spare parts, fuel and
      other  supplies.  Aircraft  parts  inventories  are stated at cost and are
      reduced by an allowance for  obsolescence.  The obsolescence  allowance is
      provided by amortizing the cost of the aircraft parts inventory, net of an
      estimated  residual  value,  over its estimated  useful  service life. The
      obsolescence allowance at December 31, 2000 and 1999 was $13.1 million and
      $10.3  million,  respectively.  Inventories  are  charged to expense  when
      consumed.

      Revenue Recognition

      Revenues are  recognized  when air  transportation  or other  services are
      provided.  Customer flight deposits and unused passenger  tickets sold are
      included in air traffic  liability.  As is customary  within the industry,
      the Company performs periodic evaluations of this estimated liability, and
      any  adjustments  resulting  therefrom,  which  can  be  significant,  are
      included  in the  results  of  operations  for the  periods  in which  the
      evaluations are completed.

      Passenger Traffic Commissions

      Passenger   traffic   commissions  are  recognized  as  expense  when  the
      transportation  is provided  and the related  revenue is  recognized.  The
      amount of passenger  traffic  commissions  paid but not yet  recognized as
      expense is included in prepaid  expenses and other  current  assets in the
      accompanying consolidated balance sheets.

      Property and Equipment

      Property and equipment is recorded at cost and is  depreciated to residual
      value over its  estimated  useful  service  life  using the  straight-line
      method.  Advanced  payments for future aircraft  purchases are recorded at
      cost. As of December 31, 2000 and 1999, the Company had recorded  advanced
      payments for future aircraft  deliveries totaling $136.9 million and $20.4
      million,   respectively.  The  estimated  useful  service  lives  for  the
      principal depreciable asset classifications are as follows:
<TABLE>
<CAPTION>
<PAGE>
Asset                                                   Estimated Useful Service Life

<S>                                                    <C>
Aircraft and related equipment
     Lockheed L-1011 (Series 50 and 100)                Depreciating to common retirement date of December
                                                        2004 (see Notes 11 and 12)


     Lockheed L-1011 (Series 500)                       Depreciating to common retirement date of December
                                                        2010


     Boeing 727-200                                     Depreciating to common retirement date of December
                                                        2008 (see Notes 11 and 12)


     Boeing 757-200                                     All aircraft are subject to operating leases

     Saab 340B                                          All aircraft are subject to operating leases

Major rotable parts, avionics and assemblies            Life of equipment to which applicable (generally
                                                        ranging from 5-18 years)


Improvements to leased flight equipment                 Period of benefit or term of lease

Other property and equipment                            3-7 years
</TABLE>

      The costs of major  airframe  and engine  overhauls  are  capitalized  and
      amortized  over  their  estimated  useful  lives  based  upon usage (or to
      earlier fleet common retirement dates) for both owned and leased aircraft.

      Intangible Assets

      Goodwill,  which  represents  the  excess of cost  over fair  value of net
      assets acquired,  is amortized on a straight-line basis over 20 years. The
      Company  periodically reviews the carrying amounts of intangible assets to
      assess  their  continued   recoverability  in  accordance  with  Financial
      Accounting  Standards Board ("FASB") Statement No. 121, Accounting for the
      Impairment of Long-Lived  Assets and for Long-Lived  Assets to be Disposed
      of. The  Company's  policy is to record an  impairment  loss in the period
      when it is  determined  that the  carrying  amount of the asset may not be
      recoverable.

      Financial Instruments

      The  carrying   amounts  of  cash   equivalents,   receivables   and  both
      variable-rate and fixed-rate debt (see Note 4) approximate fair value. The
      fair value of fixed-rate debt, including current maturities,  is estimated
      using  discounted  cash  flow  analysis  based  on the  Company's  current
      incremental rates for similar types of borrowing arrangements.

2.    Cash and Cash Equivalents

      Cash and cash equivalents consist of the following:

                                                  December 31,
                                             2000               1999
                                             -----------------------
                                                 (in thousands)
Cash                                      $ 19,264           $ 19,831
Commercial paper                           108,938             99,948
U.S. Treasury repurchase agreements            935                385
                                         $ 129,137          $ 120,164

3.    Property and Equipment

      The Company's property and equipment consist of the following:
<TABLE>
<CAPTION>

                                                                                    December 31,
                                                                              2000                 1999
                                                                              -------------------------
                                                                                   (in thousands)
<S>                                                                         <C>                 <C>
Flight equipment, including airframes, engines and other                    $ 826,036           $ 760,778
Advance payments for future aircraft deliveries                               136,870              20,393
                                                                              -------              ------
Total flight equipment                                                        962,906             781,171
Less accumulated depreciation                                                 351,329             313,090
                                                                              -------             -------
                                                                              611,577             468,081
                                                                              -------             -------
Facilities and ground equipment                                               111,825              92,060
Less accumulated depreciation                                                  61,356              48,309
                                                                               ------              ------
                                                                               50,469              43,751
                                                                               ------              ------
                                                                            $ 662,046           $ 511,832
                                                                            ---------           ---------

</TABLE>


4.    Long-Term Debt

      Long-term debt consists of the following:
<TABLE>
<CAPTION>

                                                                                      December 31,
                                                                                 2000             1999
                                                                                 ---------------------
                                                                                    (in thousands)


<S>                                                                         <C>              <C>
Unsecured Senior Notes, fixed rate of 10.50%, payable in August 2004        $   175,000      $   175,000

Unsecured Senior Notes, fixed rate of 9.625%, payable in December 2005          125,000          125,000

Aircraft deposit finance facilities, variable rates, payable upon
delivery of aircraft                                                             89,875               --

City of Chicago variable-rate special facility revenue bonds, payable
in January 2029                                                                  16,960           16,960

Note payable to institutional lender, variable rate, payable in varying
installments through October 2005                                                11,075               --

Note payable to institutional lender, variable rate, payable in varying
installments through March 2005                                                  10,083               --

Mortgage note payable to institutional lender, fixed rate of 8.75%,
payable in varying installments through June 2014                                 9,937               --

Mortgage note payable to institutional lender, fixed rate of 8.30%,
payable in varying installments through June 2014                                 7,595            7,886

City of Chicago variable-rate special facility revenue bonds, payable
in December 2020                                                                  6,000            6,000

City of Indianapolis advance                                                         --           10,000

Other                                                                             6,424            7,025
                                                                                  -----            -----
                                                                                457,949          347,871

Less current maturities                                                          82,476             2,079
                                                                                 ------             -----
                                                                            $   375,473      $   345,792
                                                                            -----------      -----------

</TABLE>



      In July  1997,  the  Company  sold  $100.0  million  principal  amount  of
      unsecured  senior  notes.  The Company sold an  additional  $75.0  million
      principal amount of these notes in December 1999.  Interest on these notes
      is payable on February 1 and August 1 of each year. The Company may redeem
      the notes,  in whole or in part,  at any time on or after  August 1, 2002,
      initially  at 105.25% of their  principal  amount plus  accrued  interest,
      declining  ratably  to  100.0%  of their  principal  amount  plus  accrued
      interest at maturity.  Prior to August 1, 2000,  the Company had the right
      to redeem,  at any time, up to 35.0% of the original  aggregate  principal
      amount  of the  notes  with the  proceeds  of sales of  common  stock at a
      redemption  price  of  110.5%  of  their  principal  amount  plus  accrued
      interest,  provided  that at least $113.8  million in aggregate  principal
      amount of the notes remained  outstanding  after such redemption.  The net
      proceeds  of the  $100.0  million  unsecured  notes  issued  in 1997  were
      approximately  $96.9 million,  after deducting costs and fees of issuance.
      The  Company  used a  portion  of the net  proceeds  to  repay in full the
      Company's  prior bank  facility  and used the balance of the  proceeds for
      general  corporate  purposes.  The  net  proceeds  of  the  $75.0  million
      unsecured  notes issued in 1999 were  approximately  $73.0  million  after
      deducting costs and fees of issuance,  and were used for general corporate
      purposes.

      In December  1998,  the Company sold $125.0  million  principal  amount of
      unsecured senior notes.  Interest on these notes is payable on June 15 and
      December 15 of each year. The Company may redeem the notes, in whole or in
      part, at any time on or after June 15, 2003, initially at 104.81% of their
      principal  amount plus  accrued  interest,  declining  to 102.41% of their
      principal amount plus accrued interest on June 15, 2004, then to 100.0% of
      their  principal  amount plus accrued  interest at  maturity.  At any time
      prior  to June  15,  2001,  the  Company  may  redeem  up to  35.0% of the
      principal  amount of the notes with the  proceeds  of one or more sales of
      its common  stock,  at a redemption  price of 109.625% of their  principal
      amount  plus  accrued  interest,  provided  that at least  $81.25  million
      aggregate  principal  amount of the notes remains  outstanding  after such
      redemption.  The net proceeds of the $125.0 million  unsecured  notes were
      approximately  $121.0 million after  deducting costs and fees of issuance.
      The Company used the net proceeds for the purchase of Lockheed  L-1011-500
      aircraft,  engines and spare parts,  and, together with available cash and
      bank facility  borrowings,  for the purchase of Boeing  727-200  aircraft,
      engines, engine hushkits and spare parts.

      In December  2000,  the Company  entered into three finance  facilities to
      fund  pre-delivery  deposits on the new Boeing  757-300 and Boeing 737-800
      aircraft.  The Company obtained the first facility from Banca  Commerciale
      Italiana.  It provides  up to $75.0  million in deposit  funding,  against
      which the Company had borrowed  $55.7 million as of December 31, 2000. The
      Company   obtained  a  second  facility  from  General   Electric  Capital
      Corporation.  This facility provides for up to approximately $58.2 million
      in pre-delivery  deposit  funding,  against which the Company had borrowed
      $14.3  million at December 31, 2000.  The third  facility,  obtained  from
      Rolls-Royce,  will fund up to $40.0 million in deposits, against which the
      Company  had  borrowed  $19.9  million as of  December  31,  2000.  Of the
      aggregate amount of $89.9 million borrowed against the three facilities as
      of December  31,  2000,  $75.6  million has been  classified  as a current
      liability  because the amounts  are payable  upon  delivery of aircraft in
      2001.  The  remaining  $14.3  million has been  classified  as a long-term
      liability  because  the  Company  has  obtained  a  commitment  for  lease
      financing  upon  delivery  of the  related  aircraft.  Interest  on  these
      facilities is payable monthly.

      In  December  1999,  the Company  issued  $17.0  million in  variable-rate
      special  facility  revenue bonds through the City of Chicago.  Interest on
      the bonds is payable on the first of every month, and the principal is due
      on January 1, 2029.  Net proceeds from the bonds are being used to finance
      costs  related to  designing,  constructing,  equipping  and  installing a
      Federal Inspection Service facility at Chicago-Midway Airport.

      On February 22, 2000, the Company borrowed $11.5 million, and on September
      22, 2000, the Company borrowed an additional $11.5 million.  Each of these
      five-year notes is collateralized by one Lockheed L-1011-500 aircraft.

      On September 29, 2000, the Company obtained a $10.0 million, 14-year loan,
      secured by a mortgage  on its  maintenance  facility  at the  Indianapolis
      International  Airport.  The  proceeds  of the loan  were used to repay an
      advance  received  from the City of  Indianapolis  in  December  1995 that
      resulted from the sale/leaseback of the facility.

      In June 1999,  the Company  obtained  an $8.0  million  loan  secured by a
      15-year  mortgage  on the  new  Maintenance  and  Operations  Center.  The
      construction  of the 120,000  square foot  facility  was  completed in the
      second quarter of 1999.

      In December 1999, the Company  amended its revolving bank credit  facility
      to provide for maximum borrowings of $100.0 million, including up to $50.0
      million for  stand-by  letters of credit.  ATA is the  borrower  under the
      credit  facility,  which  is  guaranteed  by the  Company  and each of the
      Company's other active subsidiaries.  The principal amount of the facility
      matures on January 2, 2003,  and  borrowings are secured by certain Boeing
      727-200  aircraft and certain Lockheed  L-1011-50 and L-1011-100  aircraft
      and engines. Borrowings under the facility bear interest, at the option of
      ATA, at either LIBOR plus a margin or the agent bank's prime rate.

      The unsecured  senior notes,  bank credit facility and other loans secured
      by certain  collateral  are subject to restrictive  covenants,  including,
      among  other  things,   limitations   on:  the  incurrence  of  additional
      indebtedness;   the  payment  of  dividends;   certain  transactions  with
      shareholders  and  affiliates;  and the  creation  of  liens  on or  other
      transactions  involving  certain assets.  In addition,  certain  covenants
      require specified financial ratios to be maintained.

      Future maturities of long-term debt are as follows:

                  December 31, 2000
                   -----------------
                     (in thousands)

2001                            $ 82,476

2002                              19,982

2003                               5,238

2004                             180,124

2005                             134,429

Thereafter                        35,700
                                  ------
                               $ 457,949
                               ---------

      Interest   capitalized  in  connection   with  long-term   asset  purchase
      agreements and construction projects was $15.3 million and $6.1 million in
      2000 and 1999, respectively.

  5.   Lease Commitments

      At December  31,  2000,  the Company had  aircraft  leases on one Lockheed
      L-1011-100,  11  Boeing  727-200s,  15  Boeing  757-200s  and 9 SAAB  340B
      aircraft,  which are operated by Chicago Express.  The Lockheed L-1011-100
      has an initial  lease term of 60 months  and  expires in 2003.  The Boeing
      757-200s have initial lease terms which expire  between 2001 and 2022. The
      Boeing  727-200s  have  initial  lease  terms of 3 to 7 years  and  expire
      between 2001 and 2003.  The Saab 340B aircraft have initial lease terms of
      9.5 years and expire  between  2009 and 2010.  The Company also leases six
      engines for use on the  Lockheed  L-1011-500s  and five engines for use on
      the Boeing 757-200s.  The L-1011-500 engine leases expire between 2006 and
      2007,  and the Boeing 757-200 engine leases expire from 2008 through 2011.
      All aircraft and engine leases are accounted for as operating leases.

      The Company is responsible for all maintenance costs on these aircraft and
      engines,  and it must meet specified airframe and engine return conditions
      upon lease expiration.

      As of December 31, 2000, the Company had other long-term leases related to
      certain  ground  facilities,  including  terminal  space  and  maintenance
      facilities,  with lease terms that vary from 1.5 to 45 years and expire at
      various dates through 2040.  The lease  agreements  relating to the ground
      facilities,   which  are  primarily   owned  by   governmental   units  or
      authorities,  generally do not provide for transfer of  ownership,  nor do
      they contain options to purchase.

      The Company leases its headquarters facility from the Indianapolis Airport
      Authority  under an operating lease  agreement,  which expires in December
      2002. The agreement has an option to extend for five years. The Company is
      responsible  for   maintenance,   taxes,   insurance  and  other  expenses
      incidental to the operation of the facilities.

      Future  minimum  lease  payments at December 31, 2000,  for  noncancelable
      operating leases with initial terms of more than one year are as follows:



                                          Facilities
                      Flight              and Ground
                     Equipment            Equipment              Total
                     -------------------------------------------------
                                      (in thousands)

2001                     $  75,510             $  8,224            $  83,734

2002                        72,134                8,060               80,194

2003                        66,404                7,899               74,303

2004                        65,541                8,413               73,954

2005                        65,541                6,222               71,763

Thereafter                 638,402               37,440              675,842
                           -------               ------              -------
                         $ 983,532             $ 76,258          $ 1,059,790
                         ---------             --------          -----------

      Rental expense for all operating  leases in 2000,  1999 and 1998 was $88.0
      million, $72.0 million and $62.7 million, respectively.





6.    Income Taxes

      The provision for income tax expense (credit) consisted of the following:

                                                  December 31,
                                     2000             1999               1998
                                     ----------------------------------------
                                                 (In thousands)
Federal:
     Current                         $  -           $ 15,339            $ 6,403
     Deferred                      (4,278)            10,889             18,102
                                   ------             ------             ------
                                   (4,278)            26,228             24,505
State:
     Current                          328              1,284                686
     Deferred                        (657)             2,943              1,938
                                     ----              -----              -----
                                     (329)             4,227              2,624
                                     ----              -----              -----
Income tax expense (credit)       $(4,607)          $ 30,455           $ 27,129
                                  --------          --------           --------
<PAGE>


      The  provision  for income  taxes  differed  from the amount  obtained  by
      applying the  statutory  federal  income tax rate to income  before income
      taxes as follows:

<TABLE>
<CAPTION>
                                                                           December 31,
                                                             2000              1999              1998
                                                             ----              ----              ----
                                                                          (In thousands)
<S>                                                       <C>                 <C>               <C>
Federal income taxes at statutory rate                    $ (6,841)           $ 27,175          $ 23,523

State income taxes, net of federal benefit                    (143)              1,997             1,711

Non-deductible expenses                                       1,872              1,578             1,234

Other, net                                                      505              (295)               661
                                                                ---              ----                ---

Income tax expense (credit)                               $ (4,607)           $ 30,455          $ 27,129
                                                          --------            --------          --------
</TABLE>


      Deferred  income taxes arise from  temporary  differences  between the tax
      basis  of  assets  and  liabilities  and  their  reported  amounts  in the
      financial  statements.  The principal temporary  differences relate to the
      use of  accelerated  methods  of  depreciation  and  amortization  for tax
      purposes. Deferred tax liability and asset components are as follows:
<TABLE>
<CAPTION>

                                                                                            December 31,
                                                                                       2000              1999
                                                                                       ----------------------
                                                                                            (In thousands)
<S>                                                                                <C>               <C>
Deferred tax liabilities:

  Tax depreciation in excess of book depreciation                                    $ 100,187         $ 84,505

  Other taxable temporary differences                                                      714              474
                                                                                           ---              ---

  Deferred tax liabilities                                                             100,901           84,979

Deferred tax assets:

  Tax benefit of net operating loss carryforwards                                       12,739              270

  Alternative minimum tax and other tax credit carryforwards                            15,813           18,611

  Vacation pay accrual                                                                   4,552            3,839

  Amortization of lease credits                                                          1,830            1,897

  Deferred gain on sale of fixed assets                                                 12,959            3,411

  Other deductible temporary differences                                                 2,978            2,565
                                                                                         -----            -----

     Deferred tax assets                                                                50,871           30,593

Deferred taxes classified as:

Current asset                                                                          $ 4,473          $ 4,107
                                                                                       -------          -------

Non-current liability                                                                 $ 54,503         $ 58,493
                                                                                      --------         --------
</TABLE>



      At December 31, 2000, for federal tax reporting purposes,  the Company had
      approximately  $32.5 million of net operating loss carryforward  available
      to offset future  federal  taxable income and $15.8 million of alternative
      minimum tax and other tax credit carryforwards  available to offset future
      federal tax liabilities.  The net operating loss  carryforward  expires in
      2015. The alternative minimum tax and other tax credit  carryforwards have
      no expiration dates.

7.     Retirement Plan

      The Company has a defined  contribution 401(k) savings plan which provides
      for  participation by substantially  all the Company's  employees who have
      completed  one year of service.  The Company has elected to  contribute an
      amount equal to 50.0% in 2000,  45.0% in 1999,  and 40.0% in 1998,  of the
      amount  contributed  by each  participant  up to the first six  percent of
      eligible  compensation.  Company matching  contributions expensed in 2000,
      1999  and  1998  were  $3.9  million,   $3.1  million  and  $2.3  million,
      respectively.

      In 1993,  the Company  added an Employee  Stock  Ownership  Plan  ("ESOP")
      feature to its existing 401(k) savings plan. The ESOP used the proceeds of
      a $3.2  million  loan from the Company to purchase  200,000  shares of the
      Company's  common  stock.  The  selling   shareholder  was  the  Company's
      principal  shareholder.  Shares  of  common  stock  held by the ESOP  were
      allocated to participating  employees annually for seven years,  ending in
      1999, as part of the Company's 401(k) savings plan contribution.  The fair
      value  of  the  shares   allocated  during  the  year  was  recognized  as
      compensation expense. As the program ended in 1999, the Company recognized
      no related  compensation  expense in 2000, but recognized  $0.7 million in
      both 1999 and 1998.
 8.    Shareholders' Equity

      In 1994, the Company's Board of Directors approved the repurchase of up to
      250,000 shares of the Company's  common stock.  In 1999, the repurchase of
      an additional  600,000  common shares was approved.  In the second half of
      2000,  the Board of  Directors  approved the  repurchase  of up to another
      850,000  shares of the  Company's  common  stock,  allowing for a total of
      1,700,000  repurchased common shares. As of December 31, 2000, the Company
      had repurchased 1,696,355 common shares at a cost of $24.6 million.

      The Company's  1993  Incentive  Stock Plan for Key  Employees  (1993 Plan)
      authorizes  the grant of options for up to 900,000 shares of the Company's
      common stock.  The Company's 1996  Incentive  Stock Plan for Key Employees
      (1996 Plan)  authorizes the grant of options for up to 3,000,000 shares of
      the Company's  common stock.  The Company's 2000 Incentive  Stock Plan for
      Key  Employees  (2000  Plan)  authorizes  the grant of  options  for up to
      3,000,000 shares of the Company's common stock.  Options granted have 5 to
      10-year  terms  and  generally  vest and  become  fully  exercisable  over
      specified periods of up to three years of continued employment.

      A summary of common stock option changes follows:
<TABLE>
<CAPTION>

                                                                 Number              Weighted-Average
                                                               of shares              Exercise Price
                                                               -------------------------------------
<S>                                                            <C>                        <C>
Outstanding at December 31, 1997                               2,512,400                  $       9.39
                                                               ---------                  ------------
     Granted                                                     560,900                          9.67
     Exercised                                                 (545,347)                          8.50
     Canceled                                                  (157,700)                          9.08
                                                               --------                           ----

Outstanding at December 31, 1998                               2,370,253                          9.38
                                                               ---------                          ----
     Granted                                                     582,510                         26.33
     Exercised                                                  (431,075)                         8.56
     Canceled                                                    (28,528)                        15.02
                                                                 -------                         -----
     Outstanding at December 31, 1999                          2,493,160                         13.41
                                                               ---------                         -----
     Granted                                                     638,550                         15.69
     Exercised                                                  (183,906)                         8.61
     Canceled                                                    (37,331)                        17.88
                                                                 -------                         -----
Outstanding at December 31, 2000                               2,910,473                  $      14.19
                                                               =========                  ============
Options excercisable at December 31, 1999                      1,077,554                  $      10.04
                                                               =========                  ============
Options excercisable at December 31, 2000                      1,741,092                  $      11.51
                                                               ---------                  ------------
</TABLE>


      During  1996,  the  Company  adopted  the  disclosure  provisions  of FASB
      Statement No. 123,  Accounting for Stock-Based Compensation (FAS 123) with
      respect to its stock  options.  As  permitted  by FAS 123, the Company has
      elected to  continue  to  account  for  employee  stock options  following
      Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to
      Employees(APB 25) and related  Interpretations.  Under APB 25, because the
      exercise price of the Company's  employee  stock options equals the market
      price  of  the  underlying  stock  on the date of grant,  no  compensation
      expense is recognized.

      The weighted-average fair value of options granted during 2000 and 1999 is
      estimated at $6.02 and $9.67 per share,  respectively,  on the grant date.
      These  estimates  were made using the  Black-Scholes  option pricing model
      with  the  following  weighted-average  assumptions  for  2000  and  1999:
      risk-free  interest  rate  of  5.06%  and  6.29%;  expected  market  price
      volatility  of 0.51  and  0.46;  weighted-average  expected  option  life;
      estimated forfeitures of 6.0% and 5.6%; and no dividends.

      The  Black-Scholes  option  valuation  model  was  developed  for  use  in
      estimating  the  fair  value  of  traded  options  which  have no  vesting
      restrictions  and are fully  transferable.  In addition,  option valuation
      models use highly  subjective  assumptions,  including the expected  stock
      price  volatility.  Because the  Company's  employee  stock  options  have
      characteristics  significantly different from those of traded options, and
      because changes in the subjective input  assumptions can materially affect
      the fair value estimate,  in management's  opinion, the existing models do
      not necessarily provide a reliable single measure of the fair value of its
      employees' stock options.

      For  purposes of pro forma  disclosure,  the  estimated  fair value of the
      options is amortized to expense over the options'  vesting  period (1 to 3
      years). The Company's pro forma information follows:
<TABLE>
<CAPTION>

                                                             2000               1999               1998
                                                             ------------------------------------------
                                                               (In thousands, except per share data)

<S>                                                      <C>                  <C>                <C>
Net income (loss) available to common
shareholders as reported                                 $ (15,699)           $ 47,342           $ 40,081

Net income (loss) available to common
shareholders pro forma                                     (19,527)             41,740             37,209

Diluted income (loss) per share as reported                  (1.31)               3.51               3.07

Diluted income (loss) per share pro forma                    (1.63)               3.10               2.85


</TABLE>

      Options  outstanding  at December  31,  2000,  expire from January 2003 to
      August 2010. A total of 2,826,183 shares are reserved for future grants as
      of December 31, 2000,  under the 1993, 1996 and 2000 Plans.  The following
      table  summarizes   information  concerning  outstanding  and  exercisable
      options at December 31, 2000:

<TABLE>
<CAPTION>

      Range of Exercise Prices                                      $7 - 11            $12 - 27
<S>                                                                <C>                 <C>
Options outstanding:

     Weighted-Average Remaining Contractual Life                   6.5 years           7.8 years

     Weighted-Average Exercise Price                                 $  8.72            $  19.71

     Number                                                        1,461,481           1,448,992

Options exercisable:

     Weighted-Average Exercise Price                                 $  8.66            $  19.87

     Number                                                        1,298,589             442,503

</TABLE>






9.    Redeemable Preferred Stock

     On September 20, 2000,  the Company  issued and sold 300 shares of Series B
     convertible  redeemable  preferred  stock,  without  par value  ("Series  B
     Preferred"),  at a price of $100,000 per share. The purchaser of the Series
     B Preferred,  International Lease Finance Corporation ("ILFC"), is entitled
     to  cumulative  quarterly  dividends  at  an  annual  rate  of  5%  on  the
     liquidation amount ($100,000 per share) of Series B Preferred..  The Series
     B  Preferred  is  convertible  into  shares  of  Amtran  common  stock at a
     conversion  rate of 6,381.62  shares of common  stock per share of Series B
     Preferred,  at a  conversion  price of $15.67  per  share of common  stock,
     subject to antidilution  adjustments.  The Series B Preferred is optionally
     redeemable by the Company under  certain  conditions,  but the Company must
     redeem the Series B Preferred no later than  September  20, 2015.  Optional
     redemption  by the  Company may occur at 103.6% of the  liquidation  amount
     beginning September 20, 2003, decreasing 0.3% of the liquidation amount per
     year to 100.0% of the liquidation  amount at the mandatory  redemption date
     of September 20, 2015.  Shares of Series B Preferred have the right to vote
     on or consent to only the  following  matters  (in  addition  to any voting
     rights otherwise required by law): (1) amendments to the Company's Articles
     of  Incorporation  which are adverse to the holders of Series B  Preferred,
     (2) if six quarterly  dividends go unpaid, the owner of Series B Preferred,
     together  with the owner of Series A Preferred  (as defined  below) and the
     owners of any other  preferred  stock  ranking equal to Series B Preferred,
     will  be  entitled  to  elect  at  the  next  annual  shareholders  meeting
     twenty-five  percent of the Company's Board of Directors,  but no less than
     two  directors  and (3)  increases  in the number of  authorized  shares of
     Series B Preferred and  authorizations of preferred stock ranking senior to
     Series B  Preferred.  Votes will be  allocated  among  holders of preferred
     stock based on the percentage owned by each holder of the total liquidation
     amount of all series of preferred stock.

     On December  28, 2000,  the Company  issued and sold 500 shares of Series A
     redeemable preferred stock, without par value ("Series A Preferred"),  at a
     price of  $100,000  per share.  The  purchaser  of the Series A  Preferred,
     Boeing  Capital  Corporation,   Inc.  ("BCC")  is  entitled  to  cumulative
     semiannual  dividends at an annual rate of 8.44% on the liquidation  amount
     ($100,000  per  share) of Series A  Preferred.  The Series A  Preferred  is
     optionally  redeemable  by the Company under  certain  conditions,  but the
     Company  must redeem the Series A Preferred  in equal  semiannual  payments
     beginning  December  28,  2010,  and ending  December  28,  2015.  Optional
     redemption by the Company may occur at a redemption premium of 50.0% of the
     dividend rate  beginning  December 28, 2003,  decreasing  10.0% per year to
     20.0% of the dividend rate commencing  December 28, 2006, and to 0.0% after
     the  seventh  year  after  issuance.  Prior  to the  third  anniversary  of
     issuance,  the Company may redeem the Series A Preferred  with net proceeds
     of a public  offering of the  Company's  common  stock.  Shares of Series A
     Preferred  have the  right  to vote on or  consent  to only  the  following
     matters (in addition to any voting rights  otherwise  required by law): (1)
     amendments to the Company's Articles of Incorporation  which are adverse to
     the holders of Series A  Preferred,  (2) if three  semiannual  dividends go
     unpaid, the owner of Series A Preferred,  together with the owner of Series
     B Preferred  and the owners of any other  preferred  stock ranking equal to
     Series  A  Preferred,  will  be  entitled  to  elect  at  the  next  annual
     shareholders  meeting,  twenty-five  percent  of  the  Company's  Board  of
     Directors,  but no  less  than  three  directors,  (3)  approval  of (a) an
     acquisition  by  the  Company  or one of its  subsidiaries  of  assets  and
     liabilities  from a third  party the net asset  value of which  equals  ten
     percent  of the  Company's  net  consolidated  assets  in its  most  recent
     publicly  available  balance sheet or (b) a merger by the Company or one of
     its subsidiaries with a third party involving an acquisition or disposition
     of more than ten percent of the  Company's  consolidated  net assets in its
     most recent publicly  available  balance sheet (other than a disposition of
     all the  Company's  L-1011 or Boeing 727  aircraft)  that,  in either case,
     results in a downgrade of the Company's credit rating by Moody's to "C1" or
     by  Standard  & Poor's to "C+",  unless  the  Company  offers to redeem the
     Series  A  Preferred  prior  to that  transaction  at a price  equal to the
     liquidation amount plus accrued and unpaid dividends to the redemption date
     and (4) increases in the number of authorized  shares of Series A Preferred
     and authorizations of preferred stock ranking senior to Series A Preferred.
     Votes will be  allocated  among  holders of  preferred  stock  based on the
     percentage  owned by each  holder  of the total  liquidation  amount of all
     series of preferred  stock.  The Company has the right on any date on which
     dividends  are payable to  exchange  in whole but not in part  subordinated
     notes  for  shares  of  Series A  Preferred;  the  principal  amount of any
     exchanged  subordinated  notes  will  equal the  liquidation  amount of the
     shares of Series A Preferred, plus any accrued and unpaid dividends.

10.   Earnings per Share

      The  following  table  sets  forth the  computation  of basic and  diluted
earnings per share:

<TABLE>
<CAPTION>

                                                              2000                 1999                  1998
                                                              -----------------------------------------------
Numerator:
<S>                                                   <C>                    <C>                  <C>
  Net income (loss)                                   $(15,324,000)          $47,342,000          $ 40,081,000
  Preferred stock dividends                               (375,000)                    -                     -
                                                          --------

  Income (loss) available to common
  shareholders                                        $(15,699,000)          $47,342,000          $ 40,081,000
                                                      ============           ===========          ============

Denominator:
  Denominator for basic earnings per share -
  weighted average shares                               11,956,532            12,269,474            11,739,106

  Effect of dilutive securities:
     Employee stock options                                      -             1,200,063             1,327,116
     Redeemable preferred stock                                  -                     -                     -

Dilutive potential securities                                    -             1,200,063             1,327,116
                                                                               ---------             ---------
Denominator for diluted earnings per share
 - adjusted weighted average shares                     11,956,532            13,469,537            13,066,222
                                                        ==========            ==========            ==========

Basic earnings (loss) per share                          $   (1.31)             $   3.86            $    3.41
                                                         =========              ========            =========
Diluted earnings (loss) per share                        $   (1.31)             $   3.51            $    3.07
                                                         =========              ========            =========
</TABLE>


11.      Commitments and Contingencies

      In 1998, the Company  decided to extend the lives of the L-1011-50 and 100
      aircraft through 2004 and, as a result, implemented a change in accounting
      estimate to reflect  December 31, 2004, as the common  retirement date for
      the  entire  fleet.  With  continuously  increasing  repair  costs and the
      fuel-inefficiency  of this fleet, the Company has begun re-evaluating this
      decision.  The  Company is  considering  retiring  each  L1011-50  and 100
      aircraft prior to its next scheduled  heavy  maintenance  check. To ensure
      the correct  economic  decision,  the Company is  performing  an extensive
      analysis  of  expected  revenue  generation  and  operating  cost  of each
      aircraft in this fleet.  As of December 31, 2000, this analysis is not yet
      complete.  Two aircraft in the fleet are scheduled  for heavy  maintenance
      checks in the first  quarter of 2001.  These  aircraft  cannot be operated
      past these dates  unless the  necessary  scheduled  heavy  maintenance  is
      performed.  As of December 31, 2000, the Company is uncertain whether this
      required  maintenance will be performed or whether these two aircraft will
      be  retired.  The net book value of these two  aircraft  less  anticipated
      salvage value was approximately $5.6 million as of December 31, 2000.

      As of  December  31,  2000,  the  Company  owns 13 of its  Boeing  727-200
      aircraft and has operating  leases on the other 11.  Between 1997 and 2000
      the Company  signed  several  purchase  agreements to acquire eight of the
      leased  Boeing  727-200  aircraft.  The Company  purchased  three of these
      aircraft in the fourth  quarter of 2000.  The remaining  five aircraft are
      scheduled to be purchased in the first quarter of 2001.

      On May 4, 2000, the Company  announced a series of preliminary  agreements
      to  obtain 39 new  Boeing  737-800  aircraft  and ten new  Boeing  757-300
      aircraft, as well as the engines to power these new aircraft.  The Company
      also  received  purchase  rights for an  additional  50  aircraft  and had
      secured  various  financing  commitments  for  all of the  aircraft  to be
      obtained.  During the second half of the year, the Company  converted most
      of these preliminary agreements into firm commitments.  The Boeing 737-800
      aircraft will be powered by General Electric CFM56-7B27  engines,  and the
      Boeing  757-300  aircraft  will be powered by  Rolls-Royce  RB211-535  E4C
      engines.

      On June 30,  2000,  the Company  signed a  definitive  agreement  with the
      Boeing  Company to purchase the ten new Boeing  757-300s and 20 of the new
      Boeing 737-800s. These aircraft will be obtained directly from Boeing. The
      manufacturer's  list price is $73.1  million  for each  757-300  and $52.4
      million for each 737-800,  subject to escalation.  The Company's  purchase
      price for each  aircraft is subject to various  discounts.  As of December
      31, 2000,  the Company has obtained firm lease  financing for 18 of the 30
      aircraft  and has  preliminary  commitments  for  lease  financing  on the
      remaining 12 aircraft.  The ten Boeing 757-300s are scheduled for delivery
      between July 2001 and May 2002.  The 20 Boeing  737-800s are scheduled for
      delivery between June 2001 and April 2003.

      On September 20, 2000,  the Company signed an agreement to lease 14 of the
      new Boeing 737-800s from International Lease Finance Corporation ("ILFC").
      In  conjunction  with this  agreement,  the Company also  committed to the
      purchase of two spare General Electric aircraft  engines,  which will also
      be funded through lease financing from ILFC. The aircraft under this lease
      agreement are scheduled for delivery  between May 2001 and May 2004, while
      the spare engines are scheduled for delivery in 2001.

      On December 6, 2000,  the Company signed an agreement to lease five of the
      new Boeing 737-800s from GE Capital Aviation Services.  The aircraft under
      this lease  agreement  are  scheduled  for delivery from July 2001 through
      July 2002.

      On November 2, 2000,  the Company  signed an  agreement  for  warranty and
      ongoing  maintenance  services  applicable to the General Electric engines
      which will power all 39 Boeing 737-800 aircraft. Under this agreement, all
      significant  maintenance  and  overhauls  will be provided in exchange for
      fixed  payments by the Company per engine flight hour over the life of the
      agreement.  The Company is currently  negotiating a similar agreement with
      Rolls  Royce to cover the  engines,  which will  power the Boeing  757-300
      aircraft.

      Various  claims,  contractual  disputes and  lawsuits  against the Company
      arise  periodically  involving  complaints which are normal and reasonably
      foreseeable in light of the nature of the Company's business. The majority
      of these suits are covered by insurance. In the opinion of management, the
      resolution of these claims will not have a material  adverse effect on the
      business, operating results or financial condition of the Company.

12.    Change in Accounting Estimate

      In July 1998,  the Company  committed  to the  purchase  of five  Lockheed
      L-1011-500  aircraft that were delivered between August 1998 and September
      1999. In conjunction  with this fleet  expansion,  the Company  decided to
      operate its existing fleet of Lockheed  L-1011-50 and 100 aircraft through
      December 2004, as opposed to previous  retirement dates,  which had ranged
      from 2000 to 2002.  The  Company  implemented  this  change in  accounting
      estimate  effective  July 1, 1998,  which,  in addition to  extending  the
      estimated  useful  lives of the 13 owned  aircraft  and  related  engines,
      overhauls and spare parts,  also reduced the  estimated  salvage value for
      these aircraft as of the common retirement date of December 2004.

      This change in accounting estimate resulted in a reduction in depreciation
      expense of $4.1 million in both the year ended  December 31, 2000 and 1999
      and $2.1 million in  depreciation  and  amortization  expense for the year
      ended December 31, 1998, and resulted in an increase in net income of $3.1
      million,  $2.5  million and $1.2  million in the same  periods.  Basic and
      diluted earnings per share for the year ended December 31, 2000, were both
      increased  by $0.26,  while basic and diluted  earnings  per share for the
      year  ended  December  31,  1999,  were  increased  by  $0.20  and  $0.19,
      respectively,  and basic and diluted earnings per share for the year ended
      December 31, 1998, were increased by $0.10 and $0.09, respectively.

      In the first quarter of 1999, the Company  purchased  eight Boeing 727-200
      aircraft,  which had previously been financed through leases accounted for
      as operating leases. As of the first quarter of 1999, the Company had also
      completed the re-negotiation of certain contract terms on its remaining 15
      leased Boeing 727-200 aircraft,  which generally provided for the purchase
      of these aircraft at the end of their initial lease terms,  extending from
      1999 to 2003. The Company complied with federal Stage 3 noise  regulations
      by installing  hushkits on its entire fleet of 24 Boeing 727-200 aircraft,
      which permits the Company to operate these aircraft after that date.

      In the  first  quarter  of 1999,  the  Company  implemented  a  change  in
      accounting  estimate to extend the estimated  useful lives of  capitalized
      Boeing 727-200  airframes,  engines,  leasehold  improvements  and rotable
      parts from the end of the initial  lease terms of the related  aircraft to
      approximately  2008.  This  change in  accounting  estimate  resulted in a
      reduction  of  depreciation  expense of $4.6  million for both years ended
      December 31, 2000 and 1999, which resulted in an increase in net income of
      $3.6  million and $2.8 million in 2000 and 1999,  respectively.  Basic and
      diluted earnings per share for the year ended December 31, 2000, were both
      increased  by $0.30,  while basic and diluted  earnings  per share for the
      year  ended  December  31,  1999,  were  increased  by  $0.23  and  $0.21,
      respectively.

13.    Acquisition of Businesses

       On  January 26, 1999, the  Company  acquired  all of  the issued and out-
       standing  stock of  T. G. Shown  Associates,  Inc., which owns 50% of the
       Amber Air Freight partnership. The Company already owned the other 50% of
       the partnership.

       On January 31, 1999, the Company  purchased the  membership  interests of
       Travel Charter  International,  LLC ("TCI"), a Detroit-based  independent
       tour operator.  ATA had been providing  passenger airline services to TCI
       for over 14 years. TCI's results of operations,  beginning February 1999,
       were consolidated into the Company.

       On April 30, 1999, the Company acquired all of the issued and outstanding
       stock of Agency Access Training Center,  Inc.  ("AATC") and Key Tours Las
       Vegas,  Inc.  ("KTLV"),  and  additionally  purchased the majority of the
       current  assets and current  liabilities  of Keytours,  Inc.  ("KTI"),  a
       Canadian  corporation.  All  three  companies  (AATC,  KTLV and KTI) were
       previously  under common control and jointly operated an independent tour
       business  in the  Detroit  metropolitan  area using the brand name of Key
       Tours. ATA had been providing passenger airline services to Key Tours for
       over 15 years.  Beginning  May 1999,  the  results of  operations  of Key
       Tours' brand were consolidated into the Company.

       On April 30, 1999, the Company acquired all of the issued and outstanding
       stock of Chicago Express Airlines, Inc. ("Chicago Express").  The Company
       had a code-share agreement with Chicago Express since April 1997. Chicago
       Express'  results of operations,  beginning May 1999,  were  consolidated
       into the Company.

       The  Company  paid  approximately  $16.1  million in cash and issued $1.3
       million in stock for the  purchase of all  acquisitions  discussed  above
       which were  accounted for using the purchase  method of  accounting.  The
       Company  evaluated  the  effect  of the  acquisitions  on  the  financial
       statements as if the acquisitions were effective January 1998, noting the
       results of operations would not be materially different than reported.

14.    Segment Disclosures

       During  1999,  the  Company  acquired  several  independent tour operator
       businesses  and  combined  their  operations  with the Company's existing
       vacation  package  brand, ATA Vacations.  (See Note 13.)  These companies
       comprise the ATA Leisure Corp. ("ATALC").

       The Company  identifies its segments on the basis of similar products and
       services.  The airline  segment  derives its revenues  primarily from the
       sale of scheduled  service or charter air  transportation.  ATALC derives
       its revenues from the sale of vacation  packages,  which,  in addition to
       air transportation,  include hotels and other ground arrangements.  ATALC
       purchases air transportation for its vacation packages from ATA and other
       airlines.

       The Company's revenues are derived  principally from customers  domiciled
       in the United States.

       The most significant component of the Company's property and equipment is
       aircraft and related  improvements and parts. All aircraft are registered
       in the United States.  The Company  therefore  considers all property and
       equipment to be domestic.

       The United States government is the only customer that accounted for more
       than 10.0% of consolidated  revenues.  U.S. government revenues accounted
       for  14.6%,  11.2% and  13.3% of consolidated revenues for 2000, 1999 and
       1998, respectively.

       Segment  financial  data as of and for the years ended December 31, 2000,
       1999 and 1998 follows:
<TABLE>
<CAPTION>

                                                              For the Year Ended December 31, 2000

                                                                                      Other/
                                               Airline              ATALC          Eliminations        Consolidated
                                               --------------------------------------------------------------------
                                                                        (in thousands)
<S>                                          <C>                  <C>                <C>                <C>
Operating revenue (external)                 $ 1,132,031          $ 95,357           $ 64,165           $1,291,553

Inter-segment revenue                             58,140             3,212            (61,352)                   -

Operating expenses (external)                  1,162,084            66,995             59,904            1,288,983

Inter-segment expenses                             7,260            43,251            (50,511)                   -

Operating income (loss)                           20,827          (11,677)            (6,580)                2,570

Segment assets (at year-end)                   1,109,042           180,154          (256,766)            1,032,430
</TABLE>


<TABLE>
<CAPTION>

                                                              For the Year Ended December 31,1999

                                                                                      Other/
                                                Airline             ATALC          Eliminations        Consolidated
                                                -------------------------------------------------------------------
                                                                        (in thousands)
<S>                                            <C>                <C>                <C>                <C>
Operating revenue (external)                   $ 972,081          $ 94,840           $ 55,445           $1,122,366

Inter-segment revenue                             42,970             4,985            (47,955)                   -

Operating expenses (external)                    919,833            69,925             42,581            1,032,339

Inter-segment expenses                             7,045            32,516            (39,561)                   -

Operating income (loss)                           88,173           (2,616)              4,470               90,027

Segment assets (at year-end)                     821,373            69,800            (75,892)             815,281

</TABLE>

<TABLE>
<CAPTION>

                                                              For the Year Ended December 31, 1998

                                                                                      Other/
                                                 Airline            ATALC          Eliminations         Consolidated
                                               ----------------------------------------------------------------------
                                                                        (in thousands)
<S>                                            <C>                <C>                <C>                 <C>
Operating revenue (external)                   $ 858,702          $ 21,485           $ 39,182            $ 919,369

Inter-segment revenue                             24,620                              (24,620)                   -

Operating expenses (external)                    807,932            12,261             23,803              843,996

Inter-segment expenses                             6,496             9,267            (15,763)                   -

Operating income (loss)                           68,894               (43)             6,522               75,373

Segment assets (at year-end)                     637,101               274            (42,826)             594,549


</TABLE>


15.      Fuel Price Risk Management

      During 2000,  1999 and 1998, the Company entered into fuel hedge contracts
      to minimize the risk of fuel price  fluctuation.  The extent to which fuel
      has been hedged and the type of hedge instruments has varied.  During 1998
      and early 1999,  the  Company  hedged  fuel using swap  agreements,  which
      establish  specific  swap  prices  for  designated  periods,  and fuel cap
      agreements,  which  guarantee  a maximum  price per gallon for  designated
      periods.  During 2000,  the Company  again began  entering into fuel hedge
      contracts,  this time  exclusively  hedging  fuel price using  heating oil
      swaps.

      The Company  accounts  for fuel hedge  contracts in  accordance  with FASB
      Statement of Financial Accounting Standards No. 80, Accounting for Futures
      Contracts  (FAS 80).  According to FAS 80,  changes in the market value of
      the hedge  contracts are  recognized in income when the effects of related
      changes in the price of the hedged  item are  recognized.  Therefore,  the
      Company  records gains or losses on fuel hedge contracts as a component of
      fuel expense in the month of  settlement.  As of December  31,  2000,  the
      Company  had  contracts  in place to protect  approximately  13.6  million
      gallons of fuel.  The contracts  have  settlement  dates from January 2001
      through  September 2001 and represent  approximately  6.3% of the expected
      fuel consumption during that period of time.

      In addition to purchasing fuel-hedging contracts, the Company obtains fuel
      price fluctuation protection from escalation clauses in certain commercial
      charter,  military charter, bulk scheduled service and mail contracts.  In
      June 1998,  FASB issued  Statement of Financial  Accounting  Standards No.
      133,  Accounting for Derivative  Instruments  and Hedging  Activities (FAS
      133), which is effective for all fiscal quarters of fiscal years beginning
      after June 15, 2000.  The Company will adopt FAS 133 effective  January 1,
      2001.

      FAS 133 will  require  the Company to  recognize  all  derivatives  on the
      balance  sheet at fair  value.  Derivatives  that are not  hedges  must be
      adjusted  to fair value  through  income.  If the  derivative  is a hedge,
      depending  on the  nature  of the  hedge,  changes  in the  fair  value of
      derivatives  will either be offset against the change in fair value of the
      hedged  assets,  liabilities  or  firm  commitments  through  earnings  or
      recognized  in  other  comprehensive   income  until  the  hedge  item  is
      recognized in earnings.  The ineffective  portion of a derivative's change
      in fair value will be immediately recognized in earnings.

      Based on the  Company's  derivative  positions at December  31, 2000,  the
      adoption  of FAS 133 will  not have a  material  effect  on the  Company's
      financial statements.

<TABLE>
<CAPTION>

                                          Financial Statements and Supplementary Data
                                                 Amtran, Inc. and Subsidiaries
                                               2000 Quarterly Financial Summary
                                                         (Unaudited)
-----------------------------------------------------------------------------------------------------------------------------
(In thousands,  except per share data)                       March 31        June 30          September 30        December 31
-----------------------------------------------------------------------------------------------------------------------------
<S>                                                          <C>             <C>               <C>                 <C>
Operating revenues                                           $321,366        $333,534          $   347,301         $  289,352
Operating expenses                                            318,802         314,912              332,610            322,659
Operating income                                                2,564          18,622               14,691            (33,307)
Other expenses                                                 (5,635)         (6,073)              (5,597)            (5,196)
Income before income taxes                                     (3,071)         12,549                9,094            (38,503)
Income taxes (credits)                                         (1,117)          6,680                6,112            (16,282)
Net income (loss)                                              (1,954)          5,869                2,982            (22,221)
Income (loss) available to common shareholders               $ (1,954)       $  5,869           $    2,982         $  (22,596)
Net income (loss) per common share - basic                   $  (0.16)       $   0.48           $     0.25         $    (1.96)
Net income (loss) per common share - diluted                 $  (0.16)       $   0.46           $     0.23         $    (1.96)

</TABLE>
<TABLE>
<CAPTION>

                                           Financial Statements and Supplementary Data
                                                 Amtran, Inc. and Subsidiaries
                                               1999 Quarterly Financial Summary
                                                         (Unaudited)
-----------------------------------------------------------------------------------------------------------------------------
(In thousands,  except per share data)                       March 31        June 30          September 30        December 31
-----------------------------------------------------------------------------------------------------------------------------
<S>                                                          <C>             <C>               <C>                 <C>
Operating revenues                                           $277,909        $284,714         $   302,921          $  256,822
Operating expenses                                            248,950         254,284             275,851             253,254
Operating income                                               28,959          30,430              27,070               3,568
Other expenses                                                 (1,516)         (3,603)             (3,886)             (3,225)
Income before income taxes                                     27,443          26,827              23,184                 343
Income taxes (credits)                                         10,903          10,122               9,484                (54)
Income available to common shareholders                      $ 16,540        $ 16,705         $    13,700          $      397
Net income per common share - basic                          $   1.36        $   1.37         $      1.10          $     0.03
Net income per common share - diluted                        $   1.22        $   1.24         $      1.01          $     0.03
</TABLE>


Item 9.    Changes in and Disagreements with Accountants on Accounting and
           Financial Disclosure

No change of auditors or disagreements on accounting methods have occurred which
would require disclosure hereunder.




PART III






Item 10.   Directors and Officers of the Registrant

Incorporated  herein   by  reference from the Company's proxy  statement for the
annual meeting of stockholders to be held on May 29, 2001.


Item 11.   Executive Compensation

Incorporated  herein   by  reference from the Company's proxy  statement for the
annual meeting of stockholders to be held on May 29, 2001.

Item 12.   Security Ownership of Certain Beneficial Owners and Management

Incorporated  herein   by  reference from the Company's proxy  statement for the
annual meeting of stockholders to be held on May 29, 2001.

Item 13.   Certain Relationships and Related Transactions

Incorporated  herein   by  reference from the Company's proxy  statement for the
annual meeting of stockholders to be held on May 29, 2001.


PART IV

Item 14.   Exhibits, Financial Statement Schedule and Reports on Form 8-K

           (a)  (1)   Financial Statements

                      The following  consolidated financial statements of the
                      Company and its subsidiaries are included in Item 8:

                       o     Consolidated Balance Sheets for years ended
                             December 31, 2000 and 1999

                       o     Consolidated Statements of Operations for years
                             ended December 31, 2000, 1999 and 1998

                       o     Consolidated Statements of Changes in Shareholders'
                             Equity for years ended December 31, 2000, 1999 and
                             1998

                       o     Consolidated Statements of Cash Flows for years
                             ended December 31, 2000, 1999 and 1998

                       o     Notes to Consolidated Financial Statements

                  (2)  Financial Statement Schedule

            The following consolidated financial information for the years 2000,
            1999 and 1998 is included in Item 14(d):
<TABLE>
<CAPTION>
<S>                                                                                  <C>  Page

                       o     Schedule II - Valuation and Qualifying Accounts               69
</TABLE>

            All  other schedules for  which provision  is made in the applicable
            accounting  regulation of the Securities and Exchange Commission are
            not required under the related  instructions or are inapplicable and
            therefore have been omitted.

                  (3)  Exhibits

                       Exhibits  are filed as a separate  section of this report
                       as set forth in the Index to  Exhibits  attached  to this
                       report.

           (b) Reports on Form 8-K

               There were no Form 8-Ks filed during the quarter ended
               December 31, 2000

           (c) Exhibits

              See the Index to Exhibits attached to this report.

           (d) Financial Statement Schedule

               See Schedule II - Valuation and Qualifying Accounts on next page.




<PAGE>

<TABLE>
<CAPTION>

Item 14d.  Valuation and Qualifying Accounts                                                                          Schedule II


                                                       (Dollars in thousands)
COLUMN A                                            COLUMN B               COLUMN C                COLUMN D         COLUMN E
----------------------------------------------------------------------------------------------------------------------------
                                                                          Additions
                                                                          ---------


                                                                                    Charged to
                                                    Balance at       Charged to       Other
                                                   Beginning of      Costs and       Accounts -    Deductions -        Balance at
Description                                           Period          Expenses       Describe       Describe         End of Period
----------------------------------------------------------------------------------------------------------------------------------
<S>                                                    <C>            <C>             <C>            <C>                 <C>


Year ended December 31, 1998:
     Deducted from asset accounts:
        Allowance for doubtful accounts                   1,682          1,492              -            2,011(1)           1,163
        Allowance for obsolescence - Inventory            7,631          1,905              -            1,095(2)           8,441
        Valuation allowance - Assets held for               200              -              -              200(3)               -
                                                            ---                                            ---

     Totals                                            $  9,513       $  3,397        $     -        $   3,306           $  9,604
                                                       ========       ========        ======         =========           ========

Year ended December 31, 1999:
     Deducted from asset accounts:
        Allowance for doubtful accounts                   1,163          2,318              -            1,970(1)           1,511
        Allowance for obsolescence - Inventory            8,441          1,872              -               22(2)          10,291
                                                          -----          -----                              --             ------
     Totals                                            $  9,604       $  4,190        $     -        $   1,992          $  11,802
                                                       ========       ========        ======         =========          =========

Year ended December 31, 2000:
     Deducted from asset accounts:
        Allowance for doubtful accounts                   1,511          2,431              -            2,751(1)          1,191
        Allowance for obsolescence - Inventory           10,291          3,466              -              645(2)         13,112
                                                         ------          -----                             ---            ------
     Totals                                            $ 11,802       $  5,897        $     -        $   3,396         $  14,303
                                                       ========       ========        ======         =========         =========

(1)   Uncollectible accounts written off, net of recoveries
(2)   Obsolescence allowance related to inventory items transferred to flight equipment or sold
(3)   Valuation allowance related to parts sold

</TABLE>

<PAGE>

Signatures

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


                                  AMTRAN, INC.
                                  (Registrant)

Date                               by /s/ J. George Mikelsons
                                          J. George Mikelsons
                                          Chairman
                                            On behalf of the Registrant and as
                                          Director


Date                                  /s/ John P. Tague
                                          John P. Tague
                                          President and Chief Executive Officer
                                          Director

Date                                  /s/ James W. Hlavacek
                                          James W. Hlavacek
                                          Executive Vice President and
                                            Chief Operating Officer
                                          Director

Date                                  /s/ Kenneth K. Wolff
                                          Kenneth K. Wolff
                                          Executive Vice President and
                                          Chief Financial Officer
                                          Director

Date                                  /s/ Robert A. Abel
                                          Robert A. Abel
                                          Director

Date                                  /s/ William P. Rogers, Jr.
                                          William P. Rogers, Jr.
                                          Director

Date                                  /s/ Andrejs P. Stipnieks
                                          Andrejs P. Stipnieks
                                          Director

Date                                  /s/ David M. Wing
                                          David M. Wing
                                          Vice President and Controller
                                          Chief Accounting Officer



<PAGE>

<TABLE>
<CAPTION>


               Index to Exhibits

   Exhibit No.

<S>            <C>
   3.(i)(a)    Restated  Articles of Incorporation of Amtran,  Inc. (incorporated by reference to Exhibit 3(a) to Amtran, Inc.'s
               Registration Statement on S-1 dated March 16, 1993, File No. 33-59630).

   3.(i)(b)    Articles of Amendment  to the Restated  Articles of  Incorporation  adopted as of September  19, 2000.

   3.(i)(c)    Articles of Amendment to the Restated Articles of Incorporation adopted as of December 28, 2000

   3(ii)       Bylaws of Amtran,  Inc.,  as amended,  (incorporated  by  reference  to Exhibit  3(b) to Amtran,  Inc.'s Registration
               Statement on S-1 dated March 16, 1993, File No. 33-59630).

   4.1         Indenture dated as of July 24, 1997, by and among Amtran,  Inc., as issuer,  American Trans Air, Inc.,  Ambassadair
               Travel Club, Inc., ATA Vacations,  Inc., Amber Travel,  Inc.,  American Trans Air Training Corporation,  American
               Trans Air Execujet,  Inc. and Amber Air Freight Corporation, as guarantors, and First Security Bank, N.A., as trustee
               (incorporated by reference to Exhibit 4.1 to Amtran, Inc.'s Registration Statement on S-4 dated October 6, 1997, File
               No. 333-37283).

  4.2          Indenture  dated as of December 11, 1998, by and among Amtran,  Inc., as issuer,  American Trans  Air, Inc.,
               Ambassadair  Travel Club, Inc., ATA Vacations, Inc., Amber Travel,  Inc.,  American Trans  Air  Training Corporation,
               American  Trans Air  Execujet,  Inc.  and Amber Air  Freight Corporation, as  guarantors,  and First  Security  Bank,
               N.A.,  as  trustee  (incorporated  by reference to Exhibit 4.4 to Amtran, Inc.'s Registration  Statement on S-3 dated
               August 26, 1998,  File No. 333-52655).

  4.3          First  Supplemental  Indenture  dated as of December 11, 1998,  by and among  Amtran,  Inc.,  as issuer,  American
               Trans Air, Inc.,  Ambassadair  Travel Club,  Inc., ATA Vacations,  Inc., Amber Travel,  Inc., American Trans Air
               Training Corporation, American Trans Air Execujet,  Inc. and Amber Air Freight Corporation,  as guarantors, and First
               Security Bank, N.A., as trustee, to the Indenture  dated as of December  11, 1998  (incorporated  by reference to
               Exhibit 4.4 to Amtran, Inc.'s Registration Statement on S-3 dated August 26, 1998, File No. 333-52655).

  4.4          First  Supplemental  Indenture  dated as of December 21, 1999,  by and among  Amtran,  Inc.,  as issuer,  American
               Trans Air, Inc.,  Ambassadair  Travel Club,  Inc., ATA Vacations,  Inc., Amber Travel,  Inc., American Trans Air
               Training  Corporation,  American Trans Air Execujet,  Inc. and Amber Air  Freight  Corporation,  Chicago  Express
               Airlines,  Inc.,  as  guarantors,  and First Security Bank,  N.A., as trustee,  to the Indenture dated as of
               July 24, 1997  (incorporated  by reference  to Exhibit 4.1 to Amtran,  Inc.'s  Registration  Statement  on S-4 dated
               January 25, 2000, File No. 333-95371).

  4.5          Pass Through Trust Agreement, dated as of February 15, 2000,  between  American  Trans Air,  Inc. and Wilmington
               Trust Company, as Trustee, made with respect to the  formation of American  Trans Air 2000-1G-O  Pass Through  Trust
               and the issuance of 8.039%  Initial  American Trans Air 2000-1G-O Pass Through  Trust  Certificates  and 8.039%
               Exchange  American   Trans  Air   2000-1G-O   Pass   Through Certificates (incorporated by reference to Exhibit
               4.5 to Amtran,  Inc.'s  Registration  Statement on S-4 dated August 11, 2000, File No. 333-43606).

  4.6          Pass Through Trust Agreement, dated as of February 15, 2000,  between  American  Trans Air,  Inc. and Wilmington
               Trust Company,  as Trustee,  made with respect to the  formation  of  American  Trans Air 2000-1G-S  Pass Through
               Trust and the issuance of 8.039%  Initial  American Trans Air 2000-1G-S Pass Through Certificates and 8.039% Exchange
               American Trans  Air 2000-1G-S  Pass Through  Certificates (incorporated  by  reference  to  Exhibit  4.6  to  Amtran,
               Inc.'s Registration Statement on S-4 dated August 11, 2000, File No. 333-43606).

  4.7          Pass Through Trust Agreement, dated as of February 15, 2000,  between  American  Trans Air,  Inc. and Wilmington
               Trust Company,  as Trustee, made with respect to the  formation  of  American  Trans Air  2000-1C-O  Pass Through
               Trust and the issuance of 9.644%  Initial  American Trans Air 2000-1C-O Pass Through Certificates and 9.644% Exchange
               American Trans  Air  2000-1C-O  Pass  Through  Certificates (incorporated  by  reference  to  Exhibit  4.7  to
               Amtran, Inc.'s Registration Statement on S-4 dated August 11, 2000, File No. 333-43606).

  4.8          Pass Through Trust Agreement, dated as of February 15, 2000,  between  American  Trans Air,  Inc. and  Wilmington
               Trust Company,  as Trustee,  made with respect to the  formation  of  American  Trans Air 2000-1C-S  Pass Through
               Trust and the issuance of 9.644%  Initial  American Trans Air 2000-1C-S Pass Through  Certificates and 9.644%
               Exchange American Trans  Air  2000-1C-S  Pass  Through  Certificates (incorporated  by  reference  to  Exhibit  4.8
               to Amtran, Inc.'s Registration Statement on S-4 dated August 11, 2000, File No. 333-43606).

  4.9          Purchase and Investor Rights Agreement dated as of December 13, 2000,  between Amtran,  Inc. and Boeing Capital
               Corporation.

  4.10         Purchase and Investor Rights Agreement dated as of September 19, 2000, between Amtran,  Inc. and International Lease
               Finance Corporation.

  4.11         Pass Through Trust Agreement,  dated as of December 16, 1996, among Amtran, Inc., American Trans Air,  Inc. and
               Wilmington  Trust  Company,  as Trustee,  made with respect to the  formation of American  Trans Air 1996-1A Pass
               Through  Trust and the  issuance of 7.37%  American  Trans Air 1996-1A Pass Through Trust Certificates.

  4.12         Pass Through Trust Agreement,  dated as of December 16, 1996, among Amtran, Inc., American Trans Air, Inc. and
               Wilmington  Trust  Company,  as Trustee,  made with respect to the  formation of American  Trans Air 1996-1B Pass
               Through  Trust and the  issuance of 7.64%  American  Trans Air 1996-1B Pass Through Trust Certificates.

  4.13         Pass Through Trust Agreement,  dated as of December 16, 1996, among Amtran, Inc., American Trans Air, Inc. and
               Wilmington  Trust  Company,  as Trustee,  made with respect to the  formation of  American  Trans Air 1996-1C Pass
               Through  Trust and the  issuance of 7.82%  American  Trans Air 1996-1C Pass Through Trust Certificates.

  4.14         Pass Through Trust  Agreement,  dated as of December 23, 1997,  between Amtran,  Inc.,  American Trans Air, Inc. and
               Wilmington Trust Company, as Trustee,  made with respect to the formation of American  Trans Air  1997-1A-O  Pass
               Through  Trust and the  issuance of 6.99%  American  Trans Air 1997-1A-O Pass Through Trust Certificates.

  4.15         Pass Through Trust  Agreement,  dated as of December 23, 1997,  between Amtran,  Inc.,  American Trans Air, Inc. and
               Wilmington Trust Company, as Trustee,  made with respect to the formation of American  Trans Air  1997-1A-S  Pass
               Through  Trust and the  issuance of 6.99%  American  Trans Air 1997-1A-S Pass Through Trust Certificates.

  4.16         Pass Through Trust  Agreement,  dated as of December 23, 1997,  between Amtran,  Inc.,  American Trans Air, Inc. and
               Wilmington Trust Company, as Trustee,  made with respect to the formation of American  Trans Air  1997-1B-O  Pass
               Through  Trust and the  issuance of 7.19%  American  Trans Air 1997-1B-O Pass Through Trust Certificates.

  4.17         Pass Through Trust  Agreement,  dated as of December 23, 1997,  between Amtran,  Inc.,  American Trans Air, Inc. and
               Wilmington Trust Company, as Trustee,  made with respect to the formation of American  Trans Air  1997-1B-S  Pass
               Through  Trust and the  issuance of 7.19%  American  Trans Air 1997-1B-S Pass Through Trust Certificates.

  4.18         Pass Through Trust  Agreement,  dated as of December 23, 1997,  between Amtran,  Inc.,  American Trans Air, Inc. and
               Wilmington Trust Company, as Trustee,  made with respect to the formation of American  Trans Air  1997-1C-O  Pass
               Through  Trust and the  issuance of 7.46%  American  Trans Air 1997-1C-O Pass Through Trust Certificates.

  4.19         Pass Through Trust  Agreement,  dated as of December 23, 1997,  between Amtran,  Inc.,  American Trans Air, Inc. and
               Wilmington Trust Company, as Trustee,  made with respect to the formation of American  Trans Air  1997-1C-S  Pass
               Through  Trust and the  issuance of 7.46%  American  Trans Air 1997-1C-S Pass Through Trust Certificates.

  4.20         Form of Common Stock  Certificate  of Amtran,  Inc.  (incorporated  by reference to Exhibit 4 to Amtran, Inc.'s
               Registration Statement on S-1 dated March 16, 1993, File No. 33-59630).

  4.21         Form of Series A1 Preferred Stock Certificate of Amtran, Inc.

  4.22         Form of Series B Preferred Stock Certificate of Amtran, Inc.

  4.23         Form of 1996 Class A American  Trans Air,  Inc. Pass Through  Certificates (included in Exhibit 4.11).

  4.24         Form of 1996 Class B American  Trans Air,  Inc. Pass Through  Certificates (included in Exhibit 4.12).

  4.25         Form of 1996 Class C American  Trans Air,  Inc. Pass Through  Certificates (included in Exhibit 4.13).

  4.26         Form of 1997 Class A American  Trans Air,  Inc. Pass Through  Certificates (included in Exhibit 4.14).

  4.27         Form of 1997 Class B American  Trans Air,  Inc. Pass Through  Certificates (included in Exhibit 4.16).

  4.28         Form of 1997 Class C American  Trans Air,  Inc. Pass Through  Certificates (included in Exhibit 4.18).

  4.29         Form of 2000 Class G American  Trans Air,  Inc. Pass Through  Certificates (included in Exhibit 4.5).

  4.30         Form of 2000 Class C American  Trans Air,  Inc. Pass Through  Certificates (included in Exhibit 4.7).

  4.31         Amtran,  Inc.  hereby  agrees to  furnish to the  Commission,  upon  request,  copies of certain additional
               instruments  relating  to  long-term  debt  of  the  kind  described  in Item 601(b)(4)(iii)(A) of Regulation S-K.

  10.1         1993 Incentive Stock Plan for Key Employees of Amtran,  Inc. and its Subsidiaries (incorporated by reference to
               Exhibit  10(r)(r) to Amtran,  Inc.'s  Registration  Statement on S-1 dated March 16, 1993, File No. 33-59630).

  10.2         1996  Incentive  Stock Plan for Key  Employees of Amtran,  Inc.  and its  Subsidiaries  (incorporated  by
               reference to Amtran, Inc.'s Registration Statement on S-8 dated June 20, 1997, File No. 333-29715).

  10.3         2000 Incentive Stock Plan for Key Employees of Amtran,  Inc. and its Subsidiaries  (incorporated  by
               reference to Exhibit A to Amtran, Inc.'s Proxy Statement dated April 5, 2000).

  10.4         Stock  Option  Plan for  Non-Employee  Directors  (incorporated  by  reference  to Appendix A to Amtran, Inc.'s Proxy
               Statement dated April 15, 1994).

  10.5         Aircraft  General Terms Agreement dated as of June 30, 2000,  between The Boeing  Company  ("Boeing") and
               American Trans Air, Inc.;  Purchase  Agreement Number  2285  dated as of June 30,  2000,  between
               Boeing  and  American  Trans Air,  Inc.;  Purchase Agreement  Number 2262 dated as of June 30,  2000,
               between Boeing and American Trans Air, Inc. *

  10.6(a)      Aircraft Lease Agreement dated as of September 20, 2000, between Amtran,  Inc. and International
               Lease Finance Corporation.   *

  10.6(b)      Aircraft Lease Agreement dated as of September 20, 2000, between Amtran,  Inc. and International
               Lease Finance Corporation.   *

  10.6(c)      Aircraft Lease Agreement dated as of September 20, 2000, between Amtran,  Inc. and International
               Lease Finance Corporation.   *

  10.6(d)      Aircraft Lease Agreement dated as of September 20, 2000, between Amtran,  Inc. and International
               Lease Finance Corporation.   *


  10.6(e)      Aircraft Lease Agreement dated as of September 20, 2000, between Amtran,  Inc. and International
               Lease Finance Corporation.   *


  10.6(f)      Aircraft Lease Agreement dated as of September 20, 2000, between Amtran,  Inc. and International
               Lease Finance Corporation.   *


  10.6(g)      Aircraft Lease Agreement dated as of September 20, 2000, between Amtran,  Inc. and International
               Lease Finance Corporation.   *


  10.6(h)      Aircraft Lease Agreement dated as of September 20, 2000, between Amtran,  Inc. and International
               Lease Finance Corporation.   *

  10.6(i)      Aircraft Lease Agreement dated as of September 20, 2000, between Amtran,  Inc. and International
               Lease Finance Corporation.   *


  10.6(j)      Aircraft Lease Agreement dated as of September 20, 2000, between Amtran,  Inc. and International
               Lease Finance Corporation.   *


  10.6(k)      Aircraft Lease Agreement dated as of September 20, 2000, between Amtran,  Inc. and International
               Lease Finance Corporation.   *


  10.6(l)      Aircraft Lease Agreement dated as of September 20, 2000, between Amtran,  Inc. and International
               Lease Finance Corporation.   *


  10.6(m)      Aircraft Lease Agreement dated as of September 20, 2000, between Amtran,  Inc. and International
               Lease Finance Corporation.   *


  10.6(n)      Aircraft Lease Agreement dated as of September 20, 2000, between Amtran,  Inc. and International
               Lease Finance Corporation.   *

  10.7         Aircraft  Financing  Agreement  dated as of December 6, 2000,  between  Amtran,  Inc. and General
               Electric Capital Corporation.   *

  21           Subsidiaries of Amtran, Inc.

  23           Consent of Independent Auditors.

  27           Financial Data Schedule.

 *Portions of this exhibit have been omitted pursuant to a request for  confidential  treatment and filed separately
  with the  Securities  and Exchange  Commission.

<PAGE>

</TABLE>









              Exhibit 23





                                 CONSENT OF INDEPENDENT AUDITORS


              We consent to the  incorporation  by reference in the Registration
              Statement  (Form  S-3  No.  333-52655)  of  Amtran,  Inc.  and its
              subsidiaries  and in the related  Prospectus,  in the Registration
              Statement (Form S-8 No. 33-65708) pertaining to the 1993 Incentive
              Stock Plan for Key Employees of Amtran,  Inc. and its subsidiaries
              and in the  Registration  Statement  (Form S-3 No.  333-86791)  of
              Amtran, Inc. and its subsidiaries and in the related Prospectus of
              our  report  dated   January  23,   2001,   with  respect  to  the
              consolidated  financial  statements and schedule of Amtran,  Inc.,
              included  in the  Annual  Report  (Form  10-K) for the year  ended
              December 31, 2000.












              /S/ ERNST & YOUNG LLP
              Indianapolis, Indiana
              March 28, 2001