Exhbiti 10.14
                              SETTLEMENT AGREEMENT

                                    PREAMBLE

     This  Settlement  Agreement  is made and entered into as of the 18th day of
October,  2004 (the  "Agreement  Date") by and among:  David M.  Wing,  an adult
individual  ("Wing");  ATA Holdings Corp., an Indiana corporation  ("ATAH");  J.
George Mikelsons,  an adult individual  ("Mikelsons");  and Gilbert F. Viets, an
adult individual ("Viets").
                                    RECITALS
                  WHEREAS:

          (A) Wing was formerly employed by ATAH as its Executive Vice President
     and Chief  Financial  Officer and was  formerly a member of ATAH's board of
     directors.

          (B) Wing ceased to be an ATAH employee on or about June 24, 2004,  and
     also subsequently ceased to be member of ATAH's board of directors.

          (C) Mikelsons is ATAH's Chief  Executive  Officer and  President,  the
     Chairman of ATAH's board of directors, and the majority owner of ATAH.

          (D) Viets is  currently  ATAH's  Executive  Vice  President  and Chief
     Financial Officer and a member of ATAH's board of directors.

          (E) A dispute  has arisen  between  Wing,  on the one hand,  and ATAH,
     Mikelsons and Viets, on the other hand,  regarding the circumstances  under
     which Wing ceased to be an ATAH  employee  and a member of ATAH's  board of
     directors.  Specifically, Wing has filed a complaint with the United States
     Department of Labor ("DOL")  against  ATAH's wholly owned  subsidiary,  ATA
     Airlines,  Inc. ("ATA  Airlines"),  Mikelsons and Viets,  currently pending
     before the DOL's Occupational Safety and Health  Administration as Case No.
     5-2210-04-017  (the "DOL  Proceeding"),  in which Wing contends that he was
     terminated in retaliation for exercising his rights and  obligations  under
     the  Sarbanes-Oxley  Act (the "SOX  Claim").  ATAH (for  itself and for its
     subsidiary,  ATA Airlines),  Mikelsons and Viets dispute Wing's contentions
     in the DOL Proceeding and contend that Wing  voluntarily  resigned from his
     employment with ATAH.

          (F) ATAH  desires  that  Wing  return to  employment  with ATAH as its
     Executive  Vice  President  and Chief  Financial  Officer.  To that end, on
     October  1,  2004,  ATAH  extended  to  Wing  an  unconditional   offer  of
     reinstatement  to his prior position as ATAH's Executive Vice President and
     Chief Financial Officer.

          (G) Wing desires to return to  employment  with ATAH as its  Executive
     Vice President and Chief Financial Officer, but does not desire to become a
     member of ATAH's board of directors.

          (H) ATAH and Wing have  entered  into a written  Employment  Agreement
     dated October 18, 2004 (the "Employment  Agreement"),  with the approval by
     ATAH's board of directors.

          (I) In connection with, and in consideration  of, Wing's resumption of
     employment  with ATAH,  the  parties  desire to settle with  prejudice  and
     forever  resolve  all  claims  and  controversies  of every kind and nature
     existing as of the Agreement  Date between Wing, on the one hand,  and ATAH
     (including its subsidiaries and other affiliates),  Mikelsons and Viets, on
     the other hand,  including all claims and  contentions  asserted in the DOL
     Proceeding.

                                   AGREEMENTS
          NOW,  THEREFORE,  in  consideration  of the  premises  and the  mutual
     agreements and releases set forth below, the parties agree as follows:

          Section  1.  Nullification  Event.  In the  event  ATAH  or  any  ATAH
     subsidiary  or  affiliate  becomes  subject to a voluntary  or  involuntary
     petition  for  bankruptcy  under  Title  11 of the  United  States  Code (a
     "Bankruptcy  Proceeding") with the result that this Settlement Agreement or
     the Employment Agreement is rejected, rescinded or otherwise disapproved in
     connection  with  the  Bankruptcy   Proceeding  (which  will  constitute  a
     "Nullification  Event"),  then this  Settlement  Agreement will be null and
     void  and  will  have no  force  or  effect  whatsoever.  The  effect  of a
     Nullification Event is to void all provisions of this Settlement  Agreement
     except  this  Section 1.  Without  limitation,  but by way of  emphasis,  a
     Nullification  Event  voids all  releases  set forth in Sections 4 and 5 of
     this Settlement  Agreement.  If a Nullification  Event occurs,  the parties
     agree to toll and waive any  applicable  statutes of  limitations  or other
     procedural  barrier to the refiling of Wing's  complaint with the DOL for a
     period of 30 days after such Nullification Event occurs. If a Nullification
     Event occurs in the context of a Bankruptcy Proceeding with the effect that
     the release  set forth in Section 4 of this  Settlement  Agreement  becomes
     unenforceable  or otherwise  ineffective,  and with the effect that Wing is
     restored to his SOX Claim against any  ATAH-Related  Party (as  hereinafter
     defined in Section 4),  including  ATAH, ATA Airlines,  Mikelsons or Viets,
     Wing  agrees that the amount of the signup  bonus paid to Wing  pursuant to
     Section 1 of the Employment Agreement, if retained by Wing, will be applied
     as a credit  against the amount of any  liability  that might be imposed in
     Wing's favor  against any  ATAH-Related  Party (as  hereinafter  defined in
     Section 4), including ATAH, ATA Airlines, Mikelsons or Viets.

          Section  2.  Withdrawal  of Wing's  Complaint  in DOL  Proceeding.  As
     promptly as practicable after execution of this Settlement Agreement, Wing,
     by and through his  attorney of record in the DOL  Proceeding,  will file a
     written  withdrawal of his complaint in the DOL  Proceeding  pursuant to 29
     C.F.R. ss. 1980.111.  In connection with the withdrawal of Wing's complaint
     in the DOL  Proceeding,  Wing, by and through his attorney of record in the
     DOL  Proceeding,  will provide a copy of this  Settlement  Agreement to the
     appropriate  DOL personnel and seek approval of the settlement  pursuant to
     29 C.F.R.  ss.  1980.111.  If requested by DOL  personnel,  or if otherwise
     necessary  to  obtain  DOL  approval  of this  settlement,  Wing  will also
     promptly provide a copy of the Employment  Agreement to the appropriate DOL
     personnel.  The parties to this Settlement  Agreement,  by their respective
     attorneys of record in the DOL Proceeding, will exercise their best efforts
     in good faith to obtain DOL  approval  of this  settlement  as  promptly as
     possible.  Wing  agrees  that,  in the  event  DOL does  not  issue a final
     decision approving this settlement within 180 days from the date Wing filed
     his complaint in the DOL  Proceeding,  Wing, by and through his attorney of
     record in the DOL  Proceeding,  will:  (i) file  pursuant to 29 C.F.R.  ss.
     1980.114(b)  a notice of intention to bring an action for de novo review in
     the  appropriate  district court of the United States pursuant to 29 C.F.R.
     ss.  1980.114(a)  and 18  U.S.C.  ss.  1514A(b)(1)(B)  (a  "District  Court
     Action");  (ii)  file the  District  Court  Action  as soon  thereafter  as
     permitted  by law;  and (iii) as  promptly  as  possible  after  filing the
     District Court Action,  voluntarily  dismiss the District Court Action with
     prejudice.  Notwithstanding  the foregoing,  if for any reason liability is
     imposed  under  the  Sarbanes-Oxley  Act  in  favor  of  Wing  against  any
     ATAH-Related  Party (as hereinafter  defined in Section 4), including ATAH,
     ATA Airlines, Mikelsons or Viets, Wing agrees that the amount of the signup
     bonus paid to Wing pursuant to Section 1 of the  Employment  Agreement will
     be applied as a credit against the amount of any such liability.

          Section 3. DOL Approval. Except for the obligations,  responsibilities
     and duties set forth in Section 1 of this Settlement  Agreement  (which are
     absolute  and  unconditional)  and the  obligations,  responsibilities  and
     duties  set forth in  Section 2 of this  Settlement  Agreement  (which  are
     subject only to the conditions  set forth in the foregoing  Section 1), all
     provisions of this  Settlement  Agreement  are subject to, and  conditioned
     upon,  approval by  appropriate  DOL  personnel  pursuant to 29 C.F.R.  ss.
     1980.111. The parties to this Settlement Agreement mutually acknowledge and
     agree that,  with the  exception  of the  foregoing  Sections 1 and 2, this
     Settlement  Agreement will become effective only upon DOL approval pursuant
     to 29 C.F.R. ss. 1980.111.

          Section  4.  Release  by  Wing.   Wing  hereby  RELEASES  AND  FOREVER
     DISCHARGES the ATAH-Related Parties (as hereinafter  defined),  and each of
     them,  of and  from  all  claims,  demands,  damages,  liabilities,  costs,
     expenses,  causes of action and rights of action of every kind and  nature,
     whether accrued or unaccrued, whether suspected or unsuspected, and whether
     known or  unknown,  that Wing now has,  may have or may  hereafter  acquire
     against the ATAH-Related Parties, or any of them, arising out of or related
     to,  in whole or in part,  any  actual or  alleged  act,  omission,  event,
     transaction,  fact or  circumstance  of any kind or nature that  existed or
     occurred at or prior to the Agreement Date,  including (without limitation)
     all claims  arising  under the common  law or any other  federal,  state or
     local  statute,  regulation or ordinance,  including  (without  limitation)
     Title VIII,  Section 806 of the  Sarbanes-Oxley  Act of 2002 (18 U.S.C. ss.
     1514A).  As used in  this  Settlement  Agreement,  the  term  "ATAH-Related
     Parties" means ATAH and each of its subsidiaries and affiliates,  including
     (without  limitation) ATA Airlines,  all of their respective  predecessors,
     successors  and  assigns,  and  all of the  present  and  former  partners,
     officers, directors,  shareholders,  employees,  attorneys and other agents
     and  representatives  of ATAH, its subsidiaries  and affiliates,  and their
     respective  predecessors,   successors  and  assigns,   including  (without
     limitation)   Mikelsons  and  Viets,  in  both  their   representative  and
     individual capacities.

          Section 5. Release by ATAH-Related  Parties. The ATAH-Related Parties,
     including  (without  limitation)  ATAH, ATA Airlines,  Mikelsons and Viets,
     hereby RELEASE AND FOREVER DISCHARGE Wing of and from all claims,  demands,
     damages,  liabilities,  costs,  expenses,  causes of action  and  rights of
     action of every kind and  nature,  whether  accrued or  unaccrued,  whether
     suspected  or  unsuspected,   and  whether  known  or  unknown,   that  the
     ATAH-Related  Parties,  or any of them, now have, may have or may hereafter
     acquire against Wing arising out of or related to, in whole or in part, any
     actual or alleged act, omission, event,  transaction,  fact or circumstance
     of any kind or nature that existed or occurred at or prior to the Agreement
     Date,  including  (without  limitation) claims arising under the common law
     and claims  alleging  violation  of any  federal,  state or local  statute,
     regulation or ordinance.

          Section 6. No Admission of Violation or Liability. The parties to this
     Settlement  Agreement  mutually  acknowledge and agree that this Settlement
     Agreement   does  not  constitute  an  admission  by  ATAH,  ATA  Airlines,
     Mikelsons,  Viets or any of the other ATAH-Related  Parties that he, she or
     it (as the case may be) has violated any federal,  state or local  statute,
     regulation or ordinance or committed any other  wrongful or unlawful act or
     omission.  The  parties  to this  Settlement  Agreement  likewise  mutually
     acknowledge and agree that this Settlement Agreement does not constitute an
     admission by Wing that he has violated any federal, state or local statute,
     regulation or ordinance or committed any other  wrongful or unlawful act or
     omission.  Rather,  it is expressly  understood and mutually  agreed by all
     parties to this  Settlement  Agreement  that this  Settlement  Agreement is
     being entered into solely for the purpose of settling and forever resolving
     disputed claims.

          Section  7.  Enforcement.  In the event of a  material  breach of this
     Settlement  Agreement,  the  non-breaching  party will be  entitled  to all
     available  remedies at law and equity,  including  recovery of damages,  as
     well as  reasonable  attorneys'  fees and expenses in  connection  with any
     action or proceeding to enforce or otherwise  seek redress for any material
     breach of this Settlement Agreement.

          Section 8. Entire Agreement.  The parties to this Settlement Agreement
     mutually  agree  and  acknowledge  that  this  Settlement  Agreement,   the
     Employment Agreement and the letter agreement dated October 8, 2004, a copy
     of which is attached hereto as Exhibit A (the "Non-Disclosure  Agreement"),
     set forth the  entire  agreement  among the  parties  with  respect  to the
     subject  matter of this  Settlement  Agreement.  Except for the  Employment
     Agreement and the Non-Disclosure Agreement, which survive execution of this
     Settlement  Agreement,  this  Settlement  Agreement  fully  supersedes  and
     extinguishes  all  prior  negotiations,   representations  and  agreements,
     whether  written or oral,  between or among the parties with respect to the
     subject matter of this Settlement Agreement.  Wing acknowledges that, prior
     to executing this Settlement Agreement,  Wing and his attorney were advised
     on a  confidential  basis,  pursuant to the  Non-Disclosure  Agreement,  of
     material  non-public  information  concerning  ATAH, ATA Airlines and their
     businesses,  including  non-public  information  concerning the competitive
     situation and strategic  plans of ATAH, ATA Airlines and their  affiliates.
     Wing represents,  acknowledges and agrees,  however,  that he does not rely
     on, and has not relied on, any  representation  or  statement by any of the
     ATAH-Related Parties (including ATAH, Mikelsons, Viets) or their respective
     attorneys  as a basis or  inducement  for  entering  into  this  Settlement
     Agreement.

          Section 9.  Modification or Amendment.  This Settlement  Agreement may
     not be modified or amended  orally,  but may be modified or amended only in
     writing signed by or on behalf of all parties to this Settlement Agreement.

          Section  10.  Binding  Effect.   The  terms  and  conditions  of  this
     Settlement  Agreement extend to, are binding upon, and inure to the benefit
     of Wing,  Mikelsons,  Viets, ATAH and the ATAH-Related Parties, and each of
     their  respective  heirs,   administrators,   representatives,   executors,
     successor and assigns.

          Section 11.  Governing  Law.  The parties  agree that this  Settlement
     Agreement  and the  Non-Disclosure  Agreement  are governed in all respects
     (including matters of enforceability,  construction and  interpretation) by
     the internal  laws of the State of Indiana,  without  regard to conflict of
     laws  principles,  except to the  extent  that  state law is  preempted  by
     federal law, in which case the laws of the United  States of America  apply
     to the extent they have preemptive effect.

          Section 12. Counterparts. This Settlement Agreement may be executed in
     counterparts,  each of which  will be deemed an  original  and all of which
     together constitute a single, complete instrument.

          Section 13. Headings.  The parties mutually agree and acknowledge that
     the section headings in this Settlement  Agreement are for convenience only
     and do not  constitute a  substantive  part of this  Settlement  Agreement.
     Section  headings shall not be considered  when  interpreting or construing
     any provision of this Settlement Agreement.

     IN WITNESS WHEREOF the parties have executed this  Settlement  Agreement on
the date(s) set forth below.

Dated:  October 18, 2004                     /s/David M. Wing
                                             ----------------
                                             David M. Wing



                                             ATA HOLDINGS CORP.,
                                             an Indiana corporation


Dated:  October __, 2004                     By:/s/Brian T. Hunt
                                                ----------------
                                             Printed: Brian T. Hunt
                                             Title:   Vice President &
                                                      General Counsel

Dated:  October __, 2004                     /s/J. George Mikelsons
                                             ----------------------
                                             J. George Mikelsons


Dated:  October __, 2004                    /s/Gilbert F. Viets
                                            -------------------
                                            Gilbert F. Viets