ARTICLES OF AMENDMENT TO THE

                          ARTICLES OF INCORPORATION OF

                                  AMTRAN, INC.

                     Date of Incorporation: October 23, 1984


                  AMTRAN, INC.  (hereinafter  referred to as the "CORPORATION"),
an Indiana  corporation  existing  pursuant  to the  provisions  of the  Indiana
Business  Corporation  Law, as amended  (hereinafter  referred to as the "ACT"),
desiring  to give  notice of  corporate  action  effectuating  amendment  of its
Articles  of   Incorporation,   as  previously   restated   (the   "ARTICLES  OF
INCORPORATION"), certifies the following facts:


                                    ARTICLE I

                                  THE AMENDMENT

     1. NAME. The name of the Corporation  following this amendment continues to
be Amtran, Inc.

     2. CREATION OF NEW ARTICLE XIII.  Upon  effectiveness  of these Articles of
Amendment,  the  Corporation's  Articles  of  Incorporation  shall be amended by
adding a new Article XIII, the exact text of which is as follows:


                                  ARTICLE XIII

                     DESIGNATIONS, RIGHTS AND PREFERENCES OF
                            SERIES A1 PREFERRED STOCK

                  The  designations,   rights,   preferences,   limitations  and
restrictions  of the  shares  of  Preferred  Stock,  without  par  value,  to be
designated  as  "Series A1  Preferred  Stock"  (in  addition  to those set forth
elsewhere in the Corporation's  Articles of  Incorporation)  are hereby fixed as
follows:

                  1.  NUMBER  OF  SHARES.  The  number  of  shares  of Series A1
Preferred  Stock shall  initially be 500 shares,  which number from time to time
may be increased or decreased  (but not decreased  below the number of shares of
the series then  outstanding)  in  accordance  with the  provisions  of the Act,
subject to the rights of holders of the Series A1 Preferred  Stock under Section
8 hereof.  Shares of Series A1  Preferred  Stock  redeemed or  purchased  by the
Corporation, or exchanged for subordinated debt of the Corporation in accordance
with the provisions hereof, shall be canceled and shall revert to authorized but
unissued shares of Preferred Stock undesignated as to series.

     2. DEFINITIONS AND CONSTRUCTION. As used in this Article XII,

     (a) "business  day" means each day that is not a Saturday,  Sunday or other
day on which  banking  institutions  in the City of New York are  authorized  or
required by law or executive order to be closed;

     (b) "herein",  "hereof",  "hereunder" and other like words mean or refer to
this Article XII;

     (c) "Junior  Stock" means the Common Stock and any other class or series of
stock  of the  Corporation  hereafter  authorized,  the  terms  of  which do not
expressly  provide that such class or series ranks senior to or on a parity with
the Series A1 Preferred  Stock as to dividend  distributions  and  distributions
upon the liquidation, winding up or dissolution of the Corporation;

     (d)  "outstanding",  when used  with  reference  to shares of stock,  means
issued shares, excluding shares held by the Corporation or a subsidiary;

     (e) "Parity  Stock"  means any class or series of stock of the  Corporation
authorized,   (including  but  not  limited  to  any  preferred   stock  whether
convertible  or not,  that is issued to an equipment  lessor) the terms of which
expressly  provide  that  such  class or series  will rank on a parity  with the
Series A1 Preferred Stock as to dividend  distributions and  distributions  upon
the liquidation, winding up or dissolution of the Corporation;

     (f)  "person"  means any  corporation,  partnership,  trust,  organization,
association or other entity or individual;

     (g) headings are for  convenience  of reference  only and shall not define,
limit or affect any of the provisions hereof; and

     (h) references to Sections are to Sections of this Article XII.

     3. DIVIDENDS. The holders of Series A1 Preferred Stock shall be entitled to
receive,  when and if declared by the Board of Directors,  but only out of funds
legally  available  therefor,  cumulative  cash  dividends at the annual rate of
8.44% of the  Liquidation  Amount (as defined below) (the  "DIVIDEND  RATE") per
share,  and no  more,  payable  semiannually  in equal  amounts  of 4.22% of the
Liquidation Amount on the 15th day of December and June,  respectively,  in each
year (or if any such date is not a business day, on the next succeeding business
day) commencing on June 15, 2001, with respect to the semiannual dividend period
(or  portion  thereof)  ending on the day  preceding  such  respective  dividend
payment date, to holders of record on the respective  date, not more than 60 nor
less than ten days preceding such dividend  payment date, fixed for such purpose
by the Board of  Directors  in advance of payment of each  particular  dividend.
Dividends payable on the Series A1 Preferred Stock for any period shorter than a
full  semiannual  period  shall  be  computed  on the  basis of a  360-day  year
consisting of twelve 30-day  months.  Dividends on shares of Series A1 Preferred
Stock  shall be  cumulative  from  the  last  dividend  payment  date,  or if no
dividends have been paid on the outstanding shares of Series A1 Preferred Stock,
from the date of issuance,  whether or not the Corporation has the funds legally
available therefor.  Accumulations of dividends on the Series A1 Preferred Stock
shall bear interest at the Dividend Rate. Interest on accumulations of dividends
shall be payable in cash,  or at the option of the  Corporation,  in  additional
shares of Series A1  Preferred  Stock  valued at their  Liquidation  Amount  (as
defined below).

                  So long as any  shares  of Series A1  Preferred  Stock  remain
outstanding,  the Corporation may not pay or declare any dividend,  nor make any
distribution on any Junior Stock, other than a dividend payable solely in Junior
Stock, and shall not purchase,  redeem or otherwise  acquire for  consideration,
directly  or  indirectly,  any  Junior  Stock  (other  than  as  a  result  of a
reclassification  of  Junior  Stock  into  Junior  Stock,  or  the  exchange  or
conversion  of one share of Junior  Stock  for or into  another  share of Junior
Stock,  and  other  than  through  the use of the  proceeds  of a  substantially
contemporaneous  sale of other shares of Junior  Stock),  unless (i) all accrued
and unpaid dividends  (including any interest thereon) on all outstanding shares
of  Series A1  Preferred  Stock  have  been  paid in full and the full  dividend
thereon for the then current semiannual  dividend period shall have been paid or
declared  and set apart for payment and (ii) all prior  redemption  requirements
with respect to Series A1 Preferred  Stock shall have been complied  with.  When
dividends are not paid in full upon the Series A1 Preferred Stock and any Parity
Stock,  all dividends  declared upon shares of Series A1 Preferred Stock and all
Parity Stock shall be declared PRO RATA so that the amount of dividends declared
per share on the Series A1  Preferred  Stock and all such Parity  Stock shall in
all cases bear to each other the same ratio that accrued  dividends per share on
the shares of Series A1  Preferred  Stock and all such Parity Stock bear to each
other. Subject to the foregoing,  and not otherwise,  such dividends (payable in
cash,  stock or otherwise) as may be determined by the Board of Directors may be
declared and paid on any Junior Stock from time to time out of any funds legally
available  therefor,  and the Series A1 Preferred Stock shall not be entitled to
participate therein.

     4. LIQUIDATION RIGHTS.

     (a) In the  event of any  liquidation,  dissolution  or  winding  up of the
Corporation,   whether   voluntary  or  involuntary  (any  such  event  being  a
"LIQUIDATION TRANSACTION") the Series A1 Preferred Stock shall rank prior to any
shares of Junior  Stock,  so that in the event of any  Liquidation  Transaction,
whether voluntary or involuntary, the holders of Series A1 Preferred Stock shall
be  entitled  to receive  out of the  assets of the  Corporation  available  for
distribution  to its  stockholders,  whether from capital,  surplus or earnings,
before any  distribution is made to holders of Junior Stock, an amount per share
equal to $100,000  per share (the  "LIQUIDATION  AMOUNT")  for each  outstanding
share of Series A1  Preferred  Stock,  plus an amount  equal to all  accrued and
unpaid dividends (including any interest thereon) (such sum being referred to as
the "LIQUIDATION PREFERENCE" for the Series A1 Preferred Stock).

     (b) If, upon any Liquidation Transaction, the assets of the Corporation, or
proceeds thereof,  shall be insufficient to pay the full Liquidation  Preference
to all  holders of the  Series A1  Preferred  Stock,  then such  assets,  or the
proceeds thereof, shall be divided and distributed PRO RATA among the holders of
the Series A1 Preferred  Stock and the holders of any Parity Stock in accordance
with the aggregate respective liquidation preferences of the Series A1 Preferred
Stock and all such Parity Stock.

     (c) For  purposes  of this  Section 4, any sale,  conveyance,  exchange  or
transfer  (for cash,  shares of stock,  securities  or other  consideration)  of
assets of the Corporation representing all or substantially all of the assets of
the  Corporation and its  subsidiaries  (other than Lockheed 1011 and Boeing 727
aircraft)  determined on a consolidated  basis in a single transaction or series
of   related   transactions   shall  be   deemed  a   Liquidation   Transaction.
Notwithstanding  anything contained herein to the contrary, a sale,  conveyance,
exchange  or  transfer  (for  cash,  shares  of  stock,  securities,   or  other
consideration)  of any or all Lockheed 1011 or Boeing 727 aircraft  shall not be
deemed a Liquidation Transaction.

     (d) After  payment shall have been made in full to all holders of Series A1
Preferred  Stock, as provided in this Section 4, the holders of the Junior Stock
shall,  subject to the respective  terms and  provisions  applying  thereto,  be
entitled to receive any and all assets remaining to be paid or distributed,  and
the holders of the shares of Series A1 Preferred  Stock shall not be entitled to
share therein.

     5. REDEMPTION.


     (a) OPTIONAL  REDEMPTION.  The Corporation may redeem for cash, in whole at
any time, or in part from time to time, the shares of Series A1 Preferred  Stock
at the time  outstanding,  upon notice given as  hereinafter  specified,  at the
redemption price in effect at the redemption date as provided in this Section 5;
PROVIDED,  HOWEVER,  that prior to the third anniversary of the date of issuance
of the Series A1 Preferred  Stock, no shares of Series A1 Preferred Stock may be
redeemed  except as provided in paragraph  (b) below or pursuant to Section 9(b)
hereof.  The redemption price per share shall equal the Liquidation  Amount plus
all  accrued and unpaid  dividends  (including  any  interest  thereon)  and the
redemption  premium  specified  below.  If redeemed  during the 12-month  period
commencing on the date of issuance of the Series A1 Preferred Stock of the years
set forth below the redemption premiums shall be as follows:

                  2003                               4.22%
                  2004                               3.38%
                  2005                               2.53%
                  2006                               1.69%
                  2007 and thereafter       no redemption premium

     (b) REDEMPTION IN THE CASE OF A PUBLIC  OFFERING OF COMMON STOCK.  Prior to
the third  anniversary of the date of issuance of the Series A1 Preferred Stock,
with the  proceeds of one more sales of its Common  Stock in a public  offering,
the  Corporation  may redeem the shares of the Series A1 Preferred  Stock at the
time  outstanding,  in whole at any time,  or in part  from  time to time,  upon
notice given as hereinafter specified at a price equal to the Liquidation Amount
plus all accrued and unpaid dividends  (including any interest  thereon) plus an
amount equal to the Dividend Rate times the Liquidation  Amount of the Series A1
Preferred  Stock to be redeemed.  Sales of the  Corporation's  Common Stock in a
public offering shall include the sale by the Corporation of securities that are
convertible,   exchangeable  or  exercisable  for  Common  Stock   ("CONVERTIBLE
SECURITIES"). The proceeds from such public offerings that the Corporation shall
be entitled to use to redeem the Series A1 Preferred  Stock in  accordance  with
the terms of this paragraph (b) shall equal the net amount that the  Corporation
received  at the time of  issuance  of such  Convertible  Securities;  PROVIDED,
HOWEVER,  that the  Corporation  shall not be  entitled  to redeem any shares of
Series A1 Preferred  Stock with any such proceeds  prior to the time the related
Convertible Securities are converted, exchanged or exercised for Common Stock.

     (c) MANDATORY  REDEMPTION.  The  Corporation  shall redeem any  outstanding
shares  of Series  A1  Preferred  Stock in equal  semiannual  installments  each
December 28 and June 28,  beginning on such date in 2010 and ending on such date
in 2015 which is the  anniversary  of the date of the  issuance of the Series A1
Preferred Stock for an amount in cash equal to the  Liquidation  Amount plus all
accrued and unpaid dividends (including any interest thereon).

     (d) NOTICE OF REDEMPTION. Notice of every redemption of Series A1 Preferred
Stock shall be mailed by first class mail,  postage  prepaid,  addressed  to the
holders  of  record  of the  shares  to be  redeemed  at their  respective  last
addresses as they appear in the books of the Corporation.  Such mailing shall be
at  least  ten  days and not more  than 60 days  prior  to the  date  fixed  for
redemption.  Any notice that is mailed in the manner  herein  provided  shall be
conclusively  presumed  to have  been  duly  given to any  holder  of  Series A1
Preferred  Stock  designated  for  redemption,  whether  or not the  shareholder
receives such notice by mail.  Furthermore,  the validity of the proceedings for
the  redemption  of any shares of Series A1 Preferred  Stock of any  shareholder
shall  not be  affected  by  any  defect  in  any  notice  given  to  any  other
shareholder. Such notice shall set forth

     (A) the time and date for the redemption;

     (B) the  number  of shares to be  redeemed  and if less than all  shares of
Series A1  Preferred  Stock held by a holder are to be  redeemed,  the number of
such holder's shares to be redeemed;

     (C) the redemption price;

     (D) the  place  or  places  where  certificates  for the  shares  are to be
surrendered for redemption; and

     (E) that dividends on the shares to be redeemed will cease to accrue on the
redemption date (unless the Corporation shall default in redeeming the shares on
the redemption date.

     (e)  REDEMPTIONS  IN PART. In case of any  redemption of only a part of the
shares of Series A1 Preferred Stock at the time outstanding,  the redemption may
be PRO RATA,  by lot or by any other method as may be determined by the Board of
Directors in its sole  discretion  to be equitable as set forth in a certificate
of the  Secretary  or  Assistant  Secretary  of the  Corporation  filed with the
transfer  agent or  agents  for the  Series  A1  Preferred  Stock.  The Board of
Directors shall have full power and authority,  subject to the provisions herein
contained,  to prescribe the terms and conditions upon which Series A1 Preferred
Stock shall be redeemed from time to time.

     (f)  EFFECT OF  REDEMPTION.  If notice of  redemption  shall have been duly
given,  and if on or before the  redemption  date  specified  therein  all funds
necessary  for such  redemptions  shall have been set aside by the  Corporation,
separate  and apart from its other  funds,  in trust for the PRO RATA benefit of
the holders of the shares called for redemption,  so as to be and continue to be
available  therefor,  then,  notwithstanding  that any certificate for shares so
called for redemption shall not have been surrendered for  cancellation,  on and
after such redemption  date, all shares so called for redemption shall no longer
be deemed outstanding and all rights with respect to such shares shall forthwith
on such  redemption  date  cease  and  terminate,  except  only the right of the
holders  thereof to receive the amount  payable on redemption  thereof,  without
interest. Any funds so deposited and unclaimed at the end of two years from such
redemption date shall, to the extent  permitted by law, be released or repaid to
the  Corporation,  after  which  time the  holders  of the  shares so called for
redemption shall look only to the Corporation for payment thereof.

     Any funds so deposited or set aside by the  Corporation  which shall not be
required for such redemption because of the exercise of any right of exchange by
the  Corporation  set forth in  Section 6 below  subsequent  to the date of such
deposit shall be released or repaid to the  Corporation  forthwith.

  6. EXCHANGE FOR EXCHANGE NOTES.

     (a) OPTIONAL  EXCHANGE FOR EXCHANGE NOTES. On any dividend  payment date or
as otherwise  provided in Section 9(b) hereof,  upon notice given in  accordance
with paragraph (b) below, the Corporation may, at its option,  in whole, but not
in part,  exchange  all  outstanding  shares of Series  A1  Preferred  Stock for
subordinated notes of the Corporation, the terms of which are set forth in Annex
B to the Purchase and Investor  Rights  Agreement  dated as of December 13, 2000
between the Corporation and Boeing Capital  Corporation (the "EXCHANGE  NOTES").
The Exchange Notes shall be issued under the Indenture  dated as of December 11,
1998,  among the  Corporation,  the Guarantors  named therein and First Security
Bank,  as  trustee,  as the same may be  amended  from  time to time or under an
indenture having substantially the same terms (in either case, the "INDENTURE").
Holders of outstanding  shares of Series A1 Preferred Stock shall be entitled to
receive for each share of Series A1 Preferred  Stock held, an Exchange Note, the
principal  amount of which shall equal the  Liquidation  Amount plus any accrued
and unpaid  dividends  (including  any  interest  thereon)  through  the date of
exchange of the shares of Series A1  Preferred  Stock for which it is  exchanged
(the "EXCHANGE  AMOUNT").  Notwithstanding  anything  foregoing to the contrary,
Exchange Notes shall only be issued in principal  amounts of $1,000 and integral
multiples  of $1,000  in excess  thereof.  Any  holder  that as a result of such
exchange  would have been  entitled  to  receive  Exchange  Notes the  aggregate
principal  amount of which would not have equaled  $1,000 or integral  multiples
thereof  shall be entitled to receive an amount in cash equal to the  difference
between the Exchange Amount and the aggregate  principal  amount of the Exchange
Notes to be issued to such  holder.  Such  amount  shall be  payable to any such
holder at the time the  Exchange  Notes are  issued or shall have been set aside
for the payment thereof.

     (b) NOTICE OF EXCHANGE. Notice of the exchange of all outstanding shares of
Series A1  Preferred  Stock for  Exchange  Notes  shall be mailed by first class
mail,  postage  prepaid,  addressed  to the  holders  of record of the Series A1
Preferred  Stock at their  respective last addresses as they appear on the books
of the Corporation. Such mailing shall be at least ten days and not more than 60
days prior to the date fixed for the exchange (the "EXCHANGE DATE").  Any notice
that is mailed in the manner herein provided shall be  conclusively  presumed to
have been duly given,  whether or not the  shareholder  receives  such notice by
mail. Such notice shall set forth

     (A) the Exchange Date;

     (B) the  place  or  places  where  certificates  for the  shares  are to be
surrendered for exchange;

     (C) that  dividends on the shares to be exchanged  shall cease to accrue on
the Exchange Date (unless the Corporation  shall default in issuing the Exchange
Notes on the Exchange  Date or in making the any required  payment in connection
with such exchange); and

     (D) the aggregate  principal  amount of Exchange Notes that shall be issued
in exchange for the outstanding shares of Series A1 Preferred Stock.

     (c) EFFECT OF EXCHANGE.  Notwithstanding that any certificate for shares of
Series A1 Preferred Stock shall not have been surrendered for cancellation  upon
the Exchange Date set forth in the notice  described in paragraph (b) above,  on
and after such Exchange Date,  all shares of Series A1 Preferred  Stock shall be
deemed no longer  outstanding  and all rights with  respect to such shares shall
forthwith on such Exchange Date cease and terminate.

     7. STATUS OF SHARES.  Upon any  redemption,  repurchase,  exchange or other
acquisition  by the  Corporation  of shares of Series A1  Preferred  Stock,  the
shares of Series A1  Preferred  Stock,  so redeemed,  repurchased,  exchanged or
acquired  shall  be  retired  and  canceled  and  shall  not  be  available  for
reissuance.

     8.  VOTING  RIGHTS.  (a) The  holders of shares of the Series A1  Preferred
Stock  shall  not  have  the  right  to  vote on or  consent  to any  matter  as
shareholders  of the  Corporation,  except as required by  applicable  law or as
otherwise  provided  below.  All  matters on which the  holders of the Series A1
Preferred  Stock have the right to vote may be  approved at an annual or special
meeting by holders of the minimum number of shares of Series A1 Preferred  Stock
that would be required to approve a matter if all shares were present and voting
at a meeting  called to  consider  such matter or may be approved by one or more
written  consents  signed by all of the holders of shares of Series A1 Preferred
Stock.

     (b) The consent of holders of at least a majority of the outstanding shares
of Series A1 Preferred  Stock (voting  separately as a class but excluding  from
any  calculation any shares of Series A1 Preferred Stock held by the Corporation
or any subsidiary thereof),  shall be necessary to amend, alter or repeal any of
the  provisions  of this Article XIII of the  Articles of  Incorporation  of the
Corporation  which would adversely  affect the powers,  preferences or rights of
the holders of the shares of Series A1 Preferred Stock then outstanding.

     (c) If at any time the equivalent of three semiannual  dividends payable on
the  outstanding  shares of Series A1  Preferred  Stock are  accrued and unpaid,
whether or not  consecutive  and  whether or not  declared,  the  holders of all
outstanding  shares of  Series A1  Preferred  Stock,  voting as a single  class,
together with the holders  entitled to vote all other series of preferred  stock
of the  Corporation  that  rank  PARI  PASSU  with or  senior  to the  Series A1
Preferred  Stock and have similar voting  rights,  shall be entitled to elect at
the next annual meeting of  shareholders of the Corporation 25% of the directors
to the  Corporation's  Board of Directors,  but no less than three directors (or
such greater number as shall be provided in any other series of preferred  stock
that shall at the time be entitled to vote with the Series A1 Preferred Stock to
elect  directors).  The proportion of the total vote of all holders of preferred
stock  entitled to vote for such  directors  attributable  to the holders of the
Series  A1  Preferred  Stock  shall  be based on the  percentage  the  aggregate
Liquidation Amount for all outstanding shares of Series A1 Preferred Stock bears
to the  aggregate  liquidation  amounts of all other shares of  preferred  stock
entitled to vote.  Such directors  shall serve until all  accumulated and unpaid
dividends have been paid or declared and funds sufficient for their payment have
been set aside therefor.

     (d) In the event  that  Moody's  Investors  Service,  Inc.  ("MOODY'S")  or
Standard and Poor's Corporation  ("S&P") shall advise the Corporation in writing
that its senior  unsecured  credit  rating will be reduced to C1 (in the case of
Moody's)  or C+ (in the case of S&P) as a result of (i) the  acquisition  by the
Corporation or a subsidiary of the assets and  liabilities of a third party in a
single transaction or a series of related  transactions,  the net asset value of
which equals 10% or more of the  Corporation's  net  consolidated  assets as set
forth in its most recent publicly available balance sheet; or (ii) a merger with
a third  party  in a single  transaction  or a series  of  related  transactions
involving  either  the  acquisition  or  disposition  of  10%  or  more  of  the
Corporation's  consolidated  net assets as set forth in its most recent publicly
available balance sheet (in either case, a "MATERIAL  TRANSACTION") then, unless
the Corporation  shall offer to purchase all shares of Series A1 Preferred Stock
then outstanding at a price equal to their  Liquidation  Amount plus all accrued
and unpaid dividends (including any interest thereon) and shall purchase any and
all shares of Series A1 Preferred Stock tendered pursuant to such offer prior to
or  concurrently  with  the  consummation  of  the  Material  Transaction,   the
affirmative  vote of at least a majority of the Series A1 Preferred  Stock shall
be  required  prior to the  consummation  of the  Material  Transaction  (voting
separately as a single class but excluding from any  calculation any shares held
by the Corporation or any subsidiary thereof) given in person or by proxy at any
annual  meeting or  special  meeting of  shareholders  called for such  purpose.
Notwithstanding anything foregoing to the contrary, a Material Transaction shall
not include any sale,  conveyance,  exchange  or transfer  (for cash,  shares of
stock,  securities or other consideration) of any or all Lockheed 1011 or Boeing
727 aircraft.

     (e) For the  avoidance  of  doubt,  except as  otherwise  set forth in this
Section 8 or as required by law,  the holders of the Series A1  Preferred  Stock
shall not have the right to vote or consent  with respect to (i) the increase or
decrease  in the amount of  authorized  capital  stock of any class,  other than
capital stock that is of the same class as the Series A1 Preferred  Stock,  (ii)
the  authorization,  creation  (by  way of  reclassification  or  otherwise)  or
issuance by the Board of Directors  of any series of  Preferred  Stock that will
rank  subordinate to the Series A1 Preferred Stock as to dividend  distributions
and  distributions  upon  the  liquidation,  winding  up or  dissolution  of the
Corporation or any obligation or security convertible into or exercisable for or
exchangeable  into or  evidencing a right to  purchase,  shares of any series of
Preferred  Stock that will rank  subordinate to the Series A1 Preferred Stock or
the  issuance by the Board of Directors of any  previously  authorized  class of
capital stock of the  Corporation  that will rank  subordinate  to the Series A1
Preferred Stock, or (iii) any merger, acquisition, disposition or share exchange
involving the  Corporation  where no shareholder  vote is otherwise  required or
pursuant to which the holders of the Series A1 Preferred  Stock  receive cash at
least equal to the Liquidation Amount.

     (f) The consent of holders of at least a majority of the outstanding shares
of Series A1 Preferred  Stock (voting  separately as a class but excluding  from
any  calculation any shares of Series A1 Preferred Stock held by the Corporation
or any subsidiary thereof) given in person or by proxy, at any annual meeting or
special meeting of the shareholders called for such purpose,  shall be necessary
to (i) increase the authorized number of shares of Series A1 Preferred Stock and
(ii) to authorize,  create (by way of reclassification or otherwise) or issue by
the Board of  Directors  of any  series of  Preferred  Stock that will rank PARI
PASSU  with  or  senior  to  the  Series  A1  Preferred  Stock  as  to  dividend
distributions or distributions  upon the liquidation,  winding up or dissolution
of the Corporation or any obligation or security convertible into or exercisable
for or exchangeable  into or evidencing a right to purchase shares of any series
of  Preferred  Stock  that will rank PARI  PASSU with or senior to the Series A1
Preferred Stock or issue by the Board of Directors of any previously  authorized
class of  capital  stock of the  Corporation  that will rank PARI  PASSU with or
senior to the Series A1 Preferred Stock.

     9. TAX TREATMENT OF SERIES A1 PREFERRED  STOCK.  (a) The  Corporation  will
treat the Series A1  Preferred  Stock as equity for federal  income tax purposes
and expects that  holders of Series A1  Preferred  Stock will be entitled to the
70%  dividends-received  deduction that is set forth in Section 243(a)(1) of the
Internal Revenue Code of 1986, as amended (the "CODE"). In the event that within
the period between December 28, 2000 and June 28, 2002 one or more amendments to
the Code are enacted that reduce the percentage  (the "DRD  PERCENTAGE")  of the
dividends-received  deduction  set  forth  in  Code  Section  243(a)(1)  (or any
successor   provision)  below  70%,  the  Corporation  shall,  unless  otherwise
prohibited  by law,  pay to  holders  of the  outstanding  shares  of  Series A1
Preferred  Stock such  additional  dividends  ("ADDITIONAL  AMOUNTS")  as may be
necessary to ensure that the amount of any dividend  payments such  shareholders
are entitled to receive net of any U.S. Federal income tax liability  arising in
respect  of such  payments,  equal the net  after-tax  amount  that  would  have
remained in the absence of such reduction in the DRD Percentage. Notwithstanding
the foregoing,  the  Corporation  shall only be required to pay such  additional
amounts  to the  extent of any  change in the DRD  Percentage  from 70% to a DRD
Percentage  of not less than 50% and for  purposes  of this  paragraph,  the DRD
Percentage  shall be deemed to be 50% if the  actual DRD  Percentage  is reduced
below 50%. For purposes of this  paragraph,  it shall be assumed that  dividends
paid to corporate  holders of Series A1  Preferred  Stock will be subject to the
highest marginal tax rate applicable to corporations.


     (b)  Notwithstanding  anything  contained  herein to the  contrary,  if the
Corporation has or will become  obligated to pay additional  amounts pursuant to
paragraph  (a)  above  with  respect  to the  Series  A1  Preferred  Stock,  the
Corporation may at its option,  in its sole  discretion,  at any time either (i)
redeem all outstanding  shares of Series A1 Preferred Stock at their Liquidation
Amount plus all accrued and unpaid dividends (including any interest thereon) to
the date of  redemption or (ii)  exchange  each  outstanding  share of Series A1
Preferred  Stock for an Exchange Note, the principal  amount of which equals the
Exchange Amount.  With respect to any redemption pursuant to this paragraph (b),
the procedures  for  redemption  set forth in Section 5 hereof shall apply,  and
with respect to any exchange,  the procedures for the issuance of Exchange Notes
set forth in Section 6 hereof shall apply.


                                   ARTICLE II

                  The foregoing amendment was adopted on December 28, 2000.


                                   ARTICLE III

                           MANNER OF ADOPTION AND VOTE

     Section 1. ACTION BY  DIRECTORS.  The amendment set forth above was adopted
by the Board of  Directors of the  Corporation  and  shareholder  action was not
required.


                                   ARTICLE IV

                       COMPLIANCE WITH LEGAL REQUIREMENTS

     The manner of the  adoption of the  Articles of  Amendment  and the vote by
which they were adopted  constitute full legal compliance with the provisions of
the Act, the Articles of Incorporation, and the Bylaws of the Corporation.




     IN WITNESS WHEREOF,  the undersigned  Corporation has caused these Articles
of Amendment to be signed and verified by a duly authorized officer,  acting for
and on behalf of such Corporation;  and the undersigned  verifies subject to the
penalties of perjury that the facts  contained  herein are true this 28th day of
December, 2000.





AMTRAN, INC.

  by
                                    Name:
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         Title: