Exhibit 31.2

                                  Certification
            Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, David M. Wing, certify that:

1. I have reviewed this annual report on Form 10-K of ATA Holdings Corp.;

2.   Based on my  knowledge,  this  annual  report  does not  contain any untrue
     statement of a material fact or omit to state a material fact  necessary to
     make the statements  made, in light of the  circumstances  under which such
     statements  were made, not misleading with respect to the period covered by
     this annual report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information included in this annual report,  fairly present in all material
     respects the financial  condition,  results of operations and cash flows of
     the registrant as of, and for, the periods presented in this annual report;

4.   The  registrant's  other  certifying  officer  and  I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

     a)   designed  such  disclosure  controls  and  procedures,  or caused such
          disclosure   controls  and   procedures  to  be  designed   under  our
          supervision,  to ensure  that  material  information  relating  to the
          registrant,  including its consolidated subsidiaries, is made known to
          us by others within those entities,  particularly during the period in
          which this annual report is being prepared;

     b)   evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures and presented in this report our conclusions  about the
          effectiveness  of  the  disclosure  controls  and  procedures,  as  of
          December 31, 2003 (the "Evaluation Date"); and

     c)   disclosed  in  this  annual  report  any  change  in the  registrant's
          internal  controls that occurred during the  registrant's  most recent
          fiscal quarter (the registrant's  fourth fiscal quarter in the case of
          an annual  report)  that has  materially  effected,  or is  reasonably
          likely to materially affect, the registrant's internal controls; and

5.   The registrant's  other certifying  officer and I have disclosed,  based on
     our most recent  evaluation,  to the  registrant's  auditors  and the audit
     committee of  registrant's  board of directors (or persons  performing  the
     equivalent functions):

     a)   all significant  deficiencies and material weaknesses in the design or
          operation  of  internal   controls  which  are  reasonably  likely  to
          adversely  affect  the  registrant's   ability  to  record,   process,
          summarize and report financial information; and

     b)   any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          controls.



Date: March 30, 2004                                /s/ David M. Wing
                                                    David M. Wing
                                                    Executive Vice President and
                                                    Chief Financial Officer