Exhibit 10.23

                       FIRST AMENDMENT TO CREDIT AGREEMENT

     This FIRST AMENDMENT TO CREDIT AGREEMENT (this "First Amendment"), dated as
of January 30, 2005, is by and among ATA AIRLINES  INC., an Indiana  corporation
(the "Borrower"), ATA HOLDINGS CORP. (the "Parent"), each of the Subsidiaries of
the Parent  identified on the signature pages hereto (the  "Subsidiaries"),  and
SOUTHWEST AIRLINES CO., a Texas corporation (the "Lender").

                                 R E C I T A L S

     A. The Lender and the  Borrower,  the Parent and the  Subsidiaries  entered
into that certain  Secured  Debtor-in-Possession  Credit and Security  Agreement
(this "Credit Agreement") dated as of December 22, 2004, pursuant and subject to
the terms and conditions of which, among other things, the Lender agreed to make
loans and other financial  accommodations to the Loan Parties (as defined in the
Credit Agreement).

     B. The  Borrower  has  requested  that the  Lender  agree to amend  certain
provisions of the Credit Agreement on terms and conditions set forth herein.

     C. Subject to the terms and conditions of this First Amendment,  the Lender
is willing to agree to the request of the Borrower.

                               A G R E E M E N T S

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

     1. Incorporation of Recitals. The Recitals set forth above are incorporated
herein,  are  acknowledged by the Borrower to be true and correct and are made a
part hereof.

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

     3. Amendments to Credit  Agreement.  The Credit Agreement is amended as set
forth below:

               (a) Section 7.11(a) - Minimum Consolidated  EBITDARR.  The Credit
          Agreement  is  amended  by  deleting  the  current  version of Section
          7.11(a)  in its  entirety  and  substituting  the  following  in  lieu
          thereof:

               "(a)  Minimum  Consolidated  EBITDARR.  (i)  Permit  Consolidated
          EBITDARR  for each  calendar  month  beginning on February 1, 2005 and
          ending with  September  30, 2005 to be less than 75% of the  projected
          EBITDARR  for each  such  month  as set  forth  the in the  Borrower's
          Projections; nor (ii) permit cumulative Consolidated EBITDARR for each
          month  beginning on February 1, 2005 and ending on September  30, 2005
          to be less than 80% of the cumulative  Consolidated  EBITDARR for each
          such  calendar  month  as  set  forth  in the  Borrower's  Projections
          (provided that the first such cumulative EBITDARR of the Borrower, the
          Parent and its  Subsidiaries  shall be tested for the period beginning
          on February 1, 2005 and ending on March 31, 2005)."

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               (b)  Section  7.11(b) - Minimum  Adjusted  EBITDARR.  The  Credit
          Agreement  is  amended  by  deleting  the  current  version of Section
          7.11(b)  in its  entirety  and  substituting  the  following  in  lieu
          thereof:

          "(b) Minimum Adjusted EBITDARR.  (i) Permit Adjusted EBITDARR for each
     month  beginning on February 1, 2005 and ending with  September 30, 2005 to
     be less than 75% of the projected  Adjusted EBITDARR for each such month as
     set forth the in the  Borrower's  Projections;  nor (ii) permit  cumulative
     Adjusted  EBITDARR for each month  beginning on February 1, 2005 and ending
     on  September  30,  2005 to be less  than  80% of the  cumulative  Adjusted
     EBITDARR  for each such  month as set forth in the  Borrower's  Projections
     (provided that the first such cumulative Adjusted EBITDARR of the Borrower,
     the Parent and its Subsidiaries shall be tested for the period beginning on
     February 1, 2005 and ending on March 31, 2005)."

     4. Conditions to  Effectiveness.  The effectiveness of this First Amendment
shall be subject to the  satisfaction  of all of the  following  conditions in a
manner, form and substance satisfactory to the Lender:

          (a) Delivery of Documents.  The following shall have been delivered to
     the  Lender,  each  duly  authorized  and  executed  and  each in form  and
     substance satisfactory to the Lender:

          (1) this First Amendment; and

          (2) such other instruments, documents, certificates, consents, waivers
     and opinions as the Lender may reasonably request.

          (b) No Default. No Event of Default or event which, with the giving of
     notice or the lapse of time, or both, would constitute an Event of Default,
     shall exist as of the effective date of this First Amendment,  after giving
     effect to this First Amendment.

          (c) Approval of the ATSB and the Creditors Committee. The Lender shall
     have  received  satisfactory  evidence  that  the  ATSB  and the  Creditors
     Committee  shall have consented to this First  Amendment in accordance with
     the provisions of Section 11.01 of the Credit Agreement.

     Upon the  satisfaction of all of the conditions set forth in this Paragraph
4 this Amendment  shall become  effective as of January 30, 2005 (the "Effective
Date.")

     5.  References.  From and after the Effective  Date,  all terms used in the
Credit  Documents  which are defined in the Credit  Agreement shall be deemed to
refer to such terms as amended by this  First  Amendment.  This First  Amendment
shall constitute a "Loan Document."

     6.  Representations and Warranties.  Each Loan Party hereby confirms to the
Lender that the  representations  and warranties set forth in the Loan Documents
are true and correct in all respects as of the date hereof,  and shall be deemed
to be remade as of the date hereof.  Each Loan Party  represents and warrants to
the Lender that (i) such Loan Party has full power and  authority to execute and
deliver this First Amendment and to perform its obligations hereunder, (ii) upon
the execution and delivery hereof,  this First Amendment will be valid,  binding
and  enforceable  upon such Loan Party in accordance  with its terms,  (iii) the
execution and delivery of this First Amendment does not and will not contravene,
conflict  with,  violate or  constitute a default  under (A) its  organizational
documents or (B) any applicable law, rule, regulation, judgment, decree or order
or any agreement, indenture or instrument to which such Loan Party is a party or
is bound or which is binding  upon or  applicable  to all or any portion of such
Loan  Party's  properties  or assets and (iv) as of the date  hereof no Event of
Default exists.


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     7. No Further  Amendments;  Ratification  of  Liability.  Except as amended
hereby,  the Credit  Agreement and each of the other Loan Documents shall remain
in full force and effect in  accordance  with its  respective  terms.  Each Loan
Party hereby ratifies and confirms its  liabilities,  obligations and agreements
under the Credit Agreement and the other Loan Documents,  all as amended by this
First Amendment, and the Liens created thereby, and acknowledges that (i) it has
no  defenses,  claims  or  set-offs  to the  enforcement  by the  Lender of such
liabilities, obligations and agreements, (ii) the Lender has fully performed all
obligations  to the Loan Parties which it may have had, or has, on and as of the
date hereof and (iii) other than as  specifically  set forth herein,  the Lender
does not waive,  diminish or limit any term or condition contained in the Credit
Agreement or the other Loan Documents.  The agreement of the Lender to the terms
of this First Amendment or any other amendment of the Credit Agreement shall not
be deemed to establish or create a custom or course of dealing  among the Lender
and the Loan Parties.

     8.  Incorporation  by  Reference.  The  following  sections  of the  Credit
Agreement are  incorporated  by reference in this First  Amendment:  1.02 (Other
Interpretive  Provisions);  11.02(b)  (Effectiveness of Facsimile  Documents and
Signatures);  11.11 (Counterparts);  11.12 (Integration);  11.14 (Severability);
and 11.15 (Governing Law).

     9.  Further  Assurances.  Each Loan Party will at any time and from time to
time do, execute,  acknowledge and deliver, or will cause to be done,  executed,
acknowledged and delivered,  all such further acts, documents and instruments as
reasonably may be required by the Lender in order to effectuate fully the intent
of this First Amendment.

                         [signatures on following pages]



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

                                  LENDER:

                                  SOUTHWEST AIRLINES CO., a Texas corporation
                                  By:       /s/ Laura Wright
                                  Name:     Laura Wright
                                  Title:    SVP Finance and CFO
                                  BORROWER:

                                  ATA AIRLINES, INC., an Indiana corporation
                                  By:       /s/ Gilbert F. Viets
                                  Name:     Gilbert F. Viets
                                  Title:    Executive Vice President and CFO
                                  GUARANTORS:

                                  ATA  HOLDINGS  CORP., an Indiana  corporation
                                  By:       /s/  Gilbert F. Viets
                                  Name:     Gilbert F. Viets
                                  Title:    Executive Vice President and
                                  CFO

                                  AMBASSADAIR TRAVEL CLUB, INC., an Indiana
                                  corporation

                                  By:       /s/ Gilbert F. Viets
                                  Name:     Gilbert F. Viets
                                  Title:    Executive Vice President and CFO

                                  ATA LEISURE CORP., an Indiana corporation
                                  By:       /s/ Gilbert F. Viets
                                  Name:     Gilbert F. Viets
                                  Title:    Executive Vice President and CFO

                                  AMBER TRAVEL, INC., an Indiana corporation
                                  By:       /s/ Gilbert F. Viets
                                  Name:     Gilbert F. Viets
                                  Title:    Executive Vice President and CFO


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<PAGE>





                                  AMERICAN TRANS AIR EXECUJET, INC., an
                                  Indiana corporation

                                  By:       /s/ Gilbert F. Viets
                                  Name:     Gilbert F. Viets
                                  Title:    Executive Vice President and
                                  CFO

                                  ATA CARGO, INC., a California corporation
                                  By:       /s/ Gilbert F. Viets
                                  Name:     Gilbert F. Viets
                                  Title:    Executive Vice President and
                                  CFO

                                  CHICAGO EXPRESS AIRLINES, INC., a Georgia
                                  corporation

                                  By:       /s/ Gilbert F. Viets
                                  Name:     Gilbert F. Viets
                                  Title:    Executive Vice President and CFO
                                   signature page to First Amendment to Credit
                                   Agreement]


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