|UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549FORM 10-Q
|---------------------------------------------------------------------------------
|(Mark One)[Ö
]                                                                   

|For the quarterly period ended March 31, 2004
|---------------------------------------------

|OR
|--

|[   ] | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
|----- | ----------------------------------------------------------------------------------------

|For the transition period from ____________ to ______________
|-------------------------------------------------------------



|AirTran Holdings, Inc.(Exact name of registrant as specified in its charter)
State of Incorporation:  Nevada9955 AirTran Boulevard, Orlando, Florida  32827(Address of principal executive offices)  (Zip Code)(407) 251-5600
(Registrant's telephone number, including area code)
Commission file number: 1-15991I.R.S. Employer Identification No: 58-2189551
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|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 period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes  Ö          NoIndicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).
Yes  Ö    NoAs of April 30, 2004 there were approximately 84,492,000 shares of the registrant's common stock outstanding.
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|AIRTRAN HOLDINGS, INC.Form 10-QFor the Quarter Ended March 31, 2004INDEX
|------------------------------------------------------------------------



|         |                                                                                                                   | Page
|-------- | ----------------------------------------------------------------------------------------------------------------- | ----
|PART I.  | FINANCIAL INFORMATION                                                                                             |     
|         |                                                                                                                   |     
|Item 1.  | Financial Statements                                                                                              |     
|         |                                                                                                                   |     
|         | Condensed Consolidated Statements of Income
         - Three months ended March 31, 2004 and 2003 (unaudited)     | 3   
|         |                                                                                                                   |     
|         | Condensed Consolidated Balance Sheets
         - March 31, 2004 (unaudited) and December 31, 2003                 | 4   
|         |                                                                                                                   |     
|         | Condensed Consolidated Statements of Cash Flows
         - Three months ended March 31, 2004 and 2003 (unaudited) | 6   
|         |                                                                                                                   |     
|         | Notes to Condensed Consolidated Financial Statements (unaudited)                                                  | 7   
|         |                                                                                                                   |     
|Item 2.  | Management's Discussion and Analysis of Financial Condition
      and Results of Operations                       | 12  
|         |                                                                                                                   |     
|Item 3.  | Quantitative and Qualitative Disclosures About Market Risk                                                        | 17  
|         |                                                                                                                   |     
|Item 4.  | Controls and Procedures                                                                                           | 17  
|         |                                                                                                                   |     
|PART II. | OTHER INFORMATION                                                                                                 |     
|         |                                                                                                                   |     
|Item 1.  | Legal Proceedings                                                                                                 | 18  
|         |                                                                                                                   |     
|Item 6.  | Exhibits and Reports on Form 8-K                                                                                  | 18  
|         |                                                                                                                   |     



2

|AirTran Holdings, Inc.
Condensed Consolidated Statements of Income
(In thousands, except per share data)
(Unaudited)
|--------------------------------------------------------------------------------------------------------------------
|                                                                                                                    
|                                                                                                                    
|Operating Revenues:                                                                                                 
|                                                                                                                    
|                                                                                                                    
|                                                                                                                    
|                                                                                                                    
|                                                                                                                    
|Operating Expenses:                                                                                                 
|                                                                                                                    
|                                                                                                                    
|                                                                                                                    
|                                                                                                                    
|                                                                                                                    
|                                                                                                                    
|                                                                                                                    
|                                                                                                                    
|                                                                                                                    
|                                                                                                                    
|                                                                                                                    
|Operating Income                                                                                                    
|                                                                                                                    
|Other (Income) Expense:                                                                                             
|                                                                                                                    
|                                                                                                                    
|                                                                                                                    
|                                                                                                                    
|Income Before Income Taxes                                                                                          
|Income tax expense                                                                                                  
|Net Income                                                                                                          
|                                                                                                                    
|Earnings per Common Share                                                                                           
|                                                                                                                    
|                                                                                                                    
|                                                                                                                    
|Weighted-average Shares Outstanding                                                                                 
|                                                                                                                    
|                                                                                                                    
|                                                                                                                    

See accompanying Notes to Condensed Consolidated Financial Statements.



3

AirTran Holdings, Inc.
Condensed Consolidated Balance Sheets
(In thousands)

|                        |                                                         |                                                    |                              |         | March 31,2004 |         |         | December 31,2003 | 
|----------------------- | ------------------------------------------------------- | -------------------------------------------------- | ---------------------------- | ------- | ------------- | ------- | ------- | ---------------- | 
|                        |                                                         |                                                    |                              |         | (Unaudited)   |         |         |                  | 
|ASSETS                  |                                                         |                                                    |                              |         |               |         |        
|Current Assets:         |                                                         |                                                    |                              |         |               |        
|                        | Cash and cash equivalents                               | $                                                  | 385,666                      |         | $             | 338,707 |        
|                        | Restricted cash                                         |                                                    | 8,956                        |         |               | 9,798   |        
|                        | Accounts receivable, less allowance of $724 and $603 at |                                                    |                              |         |               |         |        
|                        |                                                         | March 31, 2004 and December 31, 2003, respectively |                              | 29,450  |               |         | 17,454  |                 
|                        | Spare parts, materials and supplies, less allowance for |                                                    |                              |         |               |         |        
|                        |                                                         | obsolescence of $788 and $733 at March 31, 2004    |                              |         |               |         |         |                 
|                        |                                                         | and December 31, 2003, respectively                |                              | 17,448  |               |         | 19,345  |                 
|                        | Deferred income taxes                                   |                                                    | 52,054                       |         |               | 52,054  |        
|                        | Prepaid expenses and other current assets               |                                                    | 14,677                       |         |               | 10,477  |        
|                        |                                                         |                                                    | Total current assets         |         | 508,251       |         |         | 447,835          | 
|                        |                                                         |                                                    |                              |         |               |         |         |                  | 
|Property and Equipment: |                                                         |                                                    |                              |         |               |        
|                        | Flight equipment                                        |                                                    | 230,659                      |         |               | 229,927 |        
|                        |                                                         | Less: Accumulated depreciation                     |                              | (28,411 | )             |         | (26,610 | )               
|                        |                                                         |                                                    |                              |         | 202,248       |         |         | 203,317          | 
|                        |                                                         |                                                    |                              |         |               |         |         |                  | 
|                        | Purchase deposits for flight equipment                  |                                                    | 50,747                       |         |               | 49,991  |        
|                        |                                                         |                                                    |                              |         |               |         |         |                  | 
|                        | Other property and equipment                            |                                                    | 52,518                       |         |               | 45,425  |        
|                        |                                                         | Less: Accumulated depreciation                     |                              | (23,438 | )             |         | (22,272 | )               
|                        |                                                         |                                                    |                              |         | 29,080        |         |         | 23,153           | 
|                        |                                                         |                                                    | Total property and equipment |         | 282,075       |         |         | 276,461          | 
|                        |                                                         |                                                    |                              |         |               |         |         |                  | 
|Other Assets:           |                                                         |                                                    |                              |         |               |        
|                        | Intangibles resulting from business acquisition         |                                                    | 8,350                        |         |               | 8,350   |        
|                        | Trade names                                             |                                                    | 21,567                       |         |               | 21,567  |        
|                        | Debt issuance costs                                     |                                                    | 7,121                        |         |               | 7,293   |        
|                        | Other assets                                            |                                                    | 48,702                       |         |               | 46,858  |        
|                        |                                                         |                                                    | Total other assets           |         | 85,740        |         |         | 84,068           | 
|Total assets            | $                                                       | 876,066                                            |                              | $       | 808,364       |        
|                        |                                                         | =========                                          |                              |         | =========     |        

(Continued on next page)

4



AirTran Holdings, Inc.
Condensed Consolidated Balance Sheets (Continued)
(In thousands)

|                                           |                                      |         |                            |   | March 31,2004 |         |   | December 31,2003 | 
|------------------------------------------ | ------------------------------------ | ------- | -------------------------- | - | ------------- | ------- | - | ---------------- | 
|                                           |                                      |         |                            |   | (Unaudited)   |         |   |                  | 
|LIABILITIES AND STOCKHOLDERS' EQUITY       |                                      |         |                            |   |               |        
|Current Liabilities:                       |                                      |         |                            |   |               |        
|                                           | Accounts payable                     | $       | 5,826                      |   | $             | 1,778   |  
|                                           | Accrued liabilities                  |         | 99,313                     |   |               | 85,953  |  
|                                           | Air traffic liability                |         | 125,175                    |   |               | 78,746  |  
|                                           | Current portion of long-term debt    |         | 5,174                      |   |               | 5,015   |  
|                                           |                                      |         | Total current liabilities  |   | 235,488       |         |   | 171,492          | 
|                                           |                                      |         |                            |   |               |         |   |                  | 
|Long-term debt, less current portion       |                                      | 241,414 |                            |   | 241,821       |        
|                                           |                                      |         |                            |   |               |         |   |                  | 
|Deferred income taxes                      |                                      | 26,100  |                            |   | 26,100        |        
|Other liabilities                          |                                      | 65,642  |                            |   | 66,738        |        
|                                           |                                      |         |                            |   |               |         |   |                  | 
|                                           |                                      |         |                            |   |               |         |   |                  | 
|Commitments and Contingencies              |                                      |         |                            |   |               |        
|                                           |                                      |         |                            |   |               |        
|Stockholders' Equity:                      |                                      |         |                            |   |               |        
|                                           | Preferred stock                      |         | --                         |   |               | --      |  
|                                           | Common stock                         |         | 84                         |   |               | 84      |  
|                                           | Additional paid-in-capital           |         | 338,152                    |   |               | 337,145 |  
|                                           | Accumulated other comprehensive loss |         | (182                       | ) |               | (271    | )
|                                           | Accumulated deficit                  |         | (30,632                    | ) |               | (34,745 | )
|                                           |                                      |         | Total stockholders' equity |   | 307,422       |         |   | 302,213          | 
|Total liabilities and stockholders' equity | $                                    | 876,066 |                            | $ | 808,364       |        
|                                           |                                      |         |                            |   | ==========    |         |   | ==========       | 

See accompanying Notes to Condensed Consolidated Financial Statements.



5



AirTran Holdings, Inc.
Condensed Consolidated Statements of Cash Flows
(In thousands)
(Unaudited)

|                                                 |                                                         |                                                                |        |         | Three Months Ended
March 31,
|------------------------------------------------ | ------------------------------------------------------- | -------------------------------------------------------------- | ------ | ------- | ----------------------------
|                                                 |                                                         |                                                                |        |         | 2004                        
|Operating activities:                            |                                                         |                                                                |        |         |                             
|                                                 | Net income                                              | $                                                              | 4,113  |         | $                           
|                                                 | Adjustments to reconcile net income to cash provided by |                                                                |        |         |                             
|                                                 | operating activities:                                   |                                                                |        |         |                             
|                                                 |                                                         | Depreciation and amortization                                  |        | 3,233   |                             
|                                                 |                                                         | Amortization of deferred gains from sale/leaseback of aircraft |        | (1,096  | )                           
|                                                 |                                                         | Provisions for uncollectible accounts                          |        | (128    | )                           
|                                                 |                                                         | Other                                                          |        | 1,231   |                             
|                                                 |                                                         | Changes in current operating assets and liabilities:           |        |         |                             
|                                                 |                                                         | Restricted cash                                                |        | 842     |                             
|                                                 |                                                         | Accounts receivable                                            |        | (11,869 | )                           
|                                                 |                                                         | Spare parts, materials and supplies                            |        | (121    | )                           
|                                                 |                                                         | Fuel                                                           |        | 1,956   |                             
|                                                 |                                                         | Other assets                                                   |        | (7,375  | )                           
|                                                 |                                                         | Accounts payable, accrued and other liabilities                |        | 17,407  |                             
|                                                 |                                                         | Air traffic liability                                          |        | 46,429  |                             
|                                                 |                                                         | Net cash provided by operating activities                      |        | 54,622  |                             
|                                                 |                                                         |                                                                |        |         |                             
|Investing activities:                            |                                                         |                                                                |        |         |                             
|                                                 | Purchases of property, plant and equipment              |                                                                | (7,502 | )       |                             
|                                                 | Refund (payment) of aircraft purchase deposits, net     |                                                                | (756   | )       |                             
|                                                 |                                                         | Net cash used for investing activities                         |        | (8,258  | )                           
|                                                 |                                                         |                                                                |        |         |                             
|Financing activities:                            |                                                         |                                                                |        |         |                             
|                                                 | Payments of long-term debt                              |                                                                | (248   | )       |                             
|                                                 | Proceeds from sale of common stock                      |                                                                | 843    |         |                             
|                                                 |                                                         | Net cash provided by (used for) financing activities           |        | 595     |                             
|                                                 |                                                         |                                                                |        |         |                             
|Net increase in cash and cash equivalents        |                                                         | 46,959                                                         |        |         | 10,810                      
|Cash and cash equivalents at beginning of period |                                                         | 338,707                                                        |        |         | 104,151                     
|Cash and cash equivalents at end of period       | $                                                       | 385,666                                                        |        | $       | 114,961                     
|                                                 |                                                         |                                                                |        |         | ==========                  
|                                                 |                                                         |                                                                |        |         |                             
|Supplemental Disclosure of Cash Flow Activities: |                                                         |                                                                |        |         |                             
|Non-cash investing and financing activities      |                                                         |                                                                |        |         |                             
|                                                 | Purchase and sale-leaseback of equipment                | $                                                              | --     |         | $                           
|                                                 | Repayment of debt and sale-leaseback of equipment       | $                                                              | --     |         | $                           
|                                                 |                                                         |                                                                |        |         |                             

See accompanying Notes to Condensed Consolidated Financial Statements.



6



AIRTRAN HOLDINGS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

Note 1 - Summary of Significant Accounting PoliciesBasis of Presentation:



7

The following table illustrates the effect on net income and earnings per common share if we had applied the fair value based method to measure stock-based employee compensation, as required under the disclosure provisions of Statement of Financial Accounting Standards (SFAS) No. 123, Accounting for Stock-Based Compensation:

|                                                                                                                                   |   | Three months ended March 31, |  
|---------------------------------------------------------------------------------------------------------------------------------- | - | ---------------------------- | -
|(in thousands, except per share amounts)                                                                                           |   | 2004                         |  
|                                                                                                                                   |   |                              |  
|Net income, as reported                                                                                                            | $ | 4,113                        |  
|                                                                                                                                   |   |                              |  
|Add: Stock-based employee compensation
    expense included in reported income,
    net of related tax effects                     |   | 102                          |  
|                                                                                                                                   |   |                              |  
|Deduct: Stock-based employee compensation
    expense determined under the fair value
    based method, net of related tax effects |   | (903                         | )
|                                                                                                                                   |   |                              |  
|Pro forma net income                                                                                                               | $ | 3,312                        |  
|                                                                                                                                   |   | ============                 |  
|EARNINGS PER SHARE:                                                                                                                |   |                              |  
|                                                                                                                                   |   |                              |  
|Basic, as reported                                                                                                                 | $ | 0.05                         |  
|Basic, pro forma                                                                                                                   | $ | 0.04                         |  
|                                                                                                                                   |   |                              |  
|Diluted, as reported                                                                                                               | $ | 0.05                         |  
|Diluted, pro forma                                                                                                                 | $ | 0.04                         |  
|                                                                                                                                   |   |                              |  

As required, the pro forma disclosures in the previous table include options granted since January 1, 1995.  Consequently, the effects of applying SFAS 123 for providing pro forma disclosures may not be representative of the effects on reported net income for future years until all options outstanding are included in the pro forma disclosures.  For purposes of pro forma disclosures, the estimated fair value of stock-based compensation plans and other options is amortized to expense primarily over the vesting period.
Stock awards have been granted to our officers and key employees pursuant to our 2002 Long-Term Incentive Plan.  Stock awards are grants that entitle the holder to shares of our common stock as the award vests.  During the first quarter of 2004, we granted approximately 106,000 stock awards and recorded deferred compensation related to such awards of approximately $1.4 million.  Approximately $0.2 million of deferred compensation was amortized as compensation expense during the first quarter of 2004.

8

Note 2 - Earnings Per Common Share
The following table sets forth the computation of basic and diluted earnings per common share:

|                                                            |   | Three months ended March 31, |   |            |  | 
|----------------------------------------------------------- | - | ---------------------------- | - | ---------- |  | 
|(in thousands, except per share amounts)                    |   | 2004                         |   | 2003       |  | 
|                                                            |   |                              |   |            |  | 
|NUMERATOR:                                                  |   |                              |   |            |  | 
|Net income available to common
      stockholders           | $ | 4,113                        | $ | 2,036      |  | 
|                                                            |   | ==========                   |   | ========== |  | 
|DENOMINATOR:                                                |   |                              |   |            |  | 
|Weighted-average shares outstanding, basic                  |   | 84,285                       |   | 71,522     |  | 
|                                                            |   |                              |   |            |  | 
|Dilutive effect of stock options                            |   | 3,621                        |   | 2,303      |  | 
|                                                            |   |                              |   |            |  | 
|Dilutive effect of detachable stock purchase
      warrants |   | 626                          |   | 651        |  | 
|                                                            |   |                              |   |            |  | 
|Adjusted weighted-average shares outstanding,
      diluted |   | 88,532                       |   | 74,476     |  | 
|                                                            |   | ==========                   |   | ========== |  | 
|EARNINGS PER SHARE:                                         |   |                              |   |            |  | 
|Basic                                                       | $ | 0.05                         | $ | 0.03       |  | 
|                                                            |   |                              |   |            |  | 
|Diluted                                                     | $ | 0.05                         | $ | 0.03       |  | 

Shares issuable upon conversion of our 7% convertible notes are excluded from the diluted earnings per share calculation for the three month period ended March 31, 2004, because they are antidilutive.Note 3 - Comprehensive IncomeComprehensive income encompasses net income and "other comprehensive income (loss)," which includes all other non-owner transactions and events that change stockholders' equity.  Other comprehensive income (loss) is composed of reclassifications to earnings of deferred gains and losses related to derivative financial instruments that qualified for hedge accounting.  These derivative instruments were terminated in March 2002.  Amounts are reclassified to earnings as the related fuel is used.  Comprehensive income was $4.2 million and $2.2 million for the three months ended March 31, 2004 and 2003, respectively.  The differences between net income and comprehensive income  for each of these periods are as follows:

|                                                                              |   | Three months ended March 31, | 
|----------------------------------------------------------------------------- | - | ---------------------------- | 
|(in thousands)                                                                |   | 2004                         | 
|                                                                              |   |                              | 
|Net income                                                                    | $ | 4,113                        | 
|                                                                              |   |                              | 
|Unrealized loss on derivative
        instruments, net of taxes of $34 and $0 |   | 55                           | 
|                                                                              |   |                              | 
|Comprehensive income                                                          | $ | 4,168                        | 
|                                                                              |   | ============                 | 

Because our net deferred tax assets were offset in full by a valuation allowance during 2003, there was no tax effect on the unrealized loss for 2003.

9

An analysis of the amounts included in Accumulated other comprehensive loss is shown below (in thousands):

|(in thousands)               |   | Decrease     |   |  |  | 
|---------------------------- | - | ------------ | - |  |  | 
|                             |   |              |   |  |  | 
|Balance at December 31, 2003 | $ | (271         | ) |  |  | 
|                             |   |              |   |  |  | 
|Reclassification to earnings |   | 89           |   |  |  | 
|                             |   |              |   |  |  | 
|Balance at March 31, 2004    | $ | (182         | ) |  |  | 
|                             |   | ============ |   |  |  | 

Note 4 - Fuel Risk Management

10

Other:

11



|ITEM 2. | MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS | 
|------- | ------------------------------------------------------------------------------------- | 

FORWARD-LOOKING STATEMENTSThe information contained in this section: (i) has been derived from our historical financial statements and should be read together with our historical financial statements and related notes included elsewhere in this document, in addition to our Annual Report on Form 10-K for the year ended December 31, 2003 as filed with the U.S. Securities & Exchange Commission; and (ii) is not a comprehensive discussion and analysis of our financial condition and results of operations, but rather updates disclosures made in such Annual Report.  The discussion below contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended.  These forward-looking statements involve risks and uncertainties including, but not limited to: consumer demand and acceptance of services offered by us, our ability to achieve and maintain acceptable cost levels, fare levels and actions by competitors, regulatory matters, general economic conditions, commodity prices and changing business strategies.  Forward-looking statements are subject to a number of factors that could cause actual results to differ materially from our expressed or implied expectations, including, but not limited to: our performance in future periods, our ability to generate working capital from operations, our ability to take delivery of and to finance aircraft, the adequacy of our insurance coverage and the results of litigation or investigations.  Our forward-looking statements can be identified by the use of terminology such as "expects," "believes," "will" or the negative thereof, or variations thereon or comparable terminology.  We undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.GENERAL INFORMATION
Our net income for the first quarter of 2004 was $4.1 million, a $2.1 million increase over the comparative quarter for 2003.  We posted our eighth consecutive quarterly profit in the first quarter of 2004.  These financial results were driven by our focus on removing unnecessary costs wherever possible, a goal that was significantly put to the test this quarter as fuel prices remained at historically high levels.  Notwithstanding these high fuel costs we succeeded in lowering our cost per available seat mile (CASM) by 4.3 percent over last year's comparative period.  We also faced a challenging revenue environment during what is traditionally a seasonally weak quarter for us.  Although customer demand rebounded during the latter part of the quarter, our yields for the quarter compared to last year's first quarter demonstrate the tremendous pressure generally faced by the airline industry with respect to efforts to raise passenger fares.
We are preparing to grow the airline and later this summer we will begin taking delivery of our new Boeing 737 (B737) aircraft.  Last year we placed a firm order for 50 of these aircraft, with an option to acquire up to 50 additional aircraft.  We anticipate that the 50 firm aircraft we ordered will be delivered by 2008.  Our expectation is that these new aircraft will play an important role in our effort to continue providing our customers with a mix of low fares and excellent customer service while also improving our financial results by lowering our cost of doing business.
Our financial and operating results for any interim period are not necessarily indicative of those for the entire year.  Air travel in our markets tends to be seasonal, with the highest level of travel occurring during the winter months to Florida and the summer months to the northeastern United States.

12

RESULTS OF OPERATIONSFor the three months ended March 31, 2004 and 2003
The table below sets forth selected financial and operating data for the three months ended March 31, 2004 and 2003.

|                                                                   | Three Months Ended
March 31, |           |  | Percent | 
|------------------------------------------------------------------ | ---------------------------- | --------- |  | ------- | 
|                                                                   | 2004                         |           |  | 2003    | 
|                                                                   |                              |           |  |         | 
|Revenue passengers                                                 |                              | 2,977,085 |  |         | 
|Revenue passenger miles (RPM) (000s)                               |                              | 1,918,537 |  |         | 
|Available seat miles (ASM) (000s)                                  |                              | 2,798,779 |  |         | 
|Passenger load factor                                              |                              | 68.5      |  | %       | 
|Break-even load factor                                             |                              | 66.6      |  | %       | 
|Average fare                                                       | $                            | 78.43     |  |         | 
|Average yield per RPM                                              |                              | 12.17     |  | ¢   | 
|Passenger revenue per ASM                                          |                              | 8.34      |  | ¢   | 
|Operating cost per ASM                                             |                              | 8.26      |  | ¢   | 
|Average stage length (miles)                                       |                              | 627       |  |         | 
|Average cost of aircraft fuel per gallon,
    including fuel taxes |                              | 107.52    |  | ¢   | 
|Average cost of aircraft fuel per gallon,
    excluding fuel taxes |                              | 97.27     |  | ¢   | 
|Average daily utilization (hours:minutes)                          |                              | 11:18     |  |         | 
|Number of operating aircraft in fleet at end of period             |                              | 75        |  |         | 



SummaryWe recorded operating income of $10.3 million, net income of $4.1 million and earnings per basic and diluted common share of $0.05 for the first quarter of 2004.  For the comparative period in 2003, we recorded operating income of $8.4 million, net income of $2.0 million and earnings per basic and diluted common share of $0.03.Operating Revenues
Our operating revenues for the quarter increased $33.4 million (16.1 percent) primarily due to an increase in passenger revenues.  The increase in passenger revenues was primarily due to a 22.4 percent increase in traffic, as measured by RPMs.
During the twelve months ended March 31, 2004, we took delivery of 18 Boeing 717 (B717) aircraft and retired 13 McDonnell Douglas DC-9 (DC-9) aircraft.  As a result, our capacity, as measured by ASMs, increased 21.1 percent.  Our ASM growth combined with our RPM growth of 22.4 percent increased our passenger load factor by 0.7 percentage points to 68.5 percent.
Our average yield, as measured by revenues per passenger seat mile, decreased by 5.5 percent to 12.17 cents per RPM.  The reduction in yield resulted from a 0.5 percent decrease in our average fare to $78.43 and a 5.3 percent increase in our average passenger trip length, as measured by RPMs divided by revenue passengers, to 644 miles.  This decline in yield, when combined with our 0.7 percentage point increase in passenger load factor, resulted in a 4.5 percent decrease in passenger unit revenues, or passenger RASM, to 8.34 cents per ASM.

13

Operating Expenses
Our operating expenses increased by $31.5 million (15.8 percent) on an ASM increase of 21.1 percent.  In general, our operating expenses are significantly affected by changes in our capacity, as measured by ASMs.  The following table presents our unit costs, our operating expenses per ASM, for the three months ended March 31, 2004 and 2003, respectively:



|                                         |  | Three Months Ended
March 31, |       | Percent  |      
|---------------------------------------- |  | ---------------------------- | ----- | -------- | -----
|                                         |  | 2004                         |       | 2003     |      
|                                         |  |                              |       |          |      
|Salaries, wages and benefits             |  | 2.25                         | ¢ | 2.36     | ¢
|Aircraft fuel                            |  | 1.84                         |       | 2.04     |      
|Aircraft rent                            |  | 1.28                         |       | 1.14     |      
|Maintenance, materials and repairs       |  | 0.68                         |       | 0.65     |      
|Distribution                             |  | 0.43                         |       | 0.46     |      
|Landing fees and other rents             |  | 0.50                         |       | 0.50     |      
|Aircraft insurance and security services |  | 0.19                         |       | 0.24     |      
|Marketing and advertising                |  | 0.27                         |       | 0.31     |      
|Depreciation                             |  | 0.10                         |       | 0.14     |      
|Other operating                          |  | 0.72                         |       | 0.79     |      
|                                         |  |                              |       |          |      
|Total CASM                               |  | 8.26                         | ¢ | 8.63     | ¢
|                                         |  | ========                     |       | ======== |      

Salaries, wages and benefits increased $8.3 million (15.1 percent) primarily due to the addition of flight crews and ground support personnel hired to operate and support the growth of our B717 aircraft fleet and new destinations added to our route system, as well as contractual wage increases and higher costs associated with our employee benefit programs.  We employed approximately 5,300 employees (full-time equivalents) as of the quarter ended March 31, 2004, representing a 5.7 percent increase over the comparative period in 2003.Aircraft fuel increased $4.4 million (9.3 percent) primarily due to the expanded level of our flight operations generated by the growth of our aircraft fleet that, in turn, increased our consumption of aircraft fuel.  The level of our flight operations, as measured by block hours flown, increased 15.3 percent while our fuel consumption decreased 5.2 percent to 640 gallons per block hour.  We currently operate an aircraft fleet consisting entirely of fuel-efficient B717 aircraft.  As we replaced our DC-9 aircraft with the B717 aircraft type, we realized cost savings in the form of reduced fuel consumption per block hour.  We retired the last of our DC-9 aircraft during the first quarter of 2004.  Aircraft fuel represented 22.3 percent and 23.6 percent of our operating expenses for the first quarter of 2004 and 2003, respectively.  Based on our 2004 projected fuel consumption, a 10 percent increase in the average price per gallon of aircraft fuel would increase fuel expense on an annual basis by approximately $20.0 million, including the effects of our fuel hedges.  Increases in fuel prices or a shortage of supply could have a material effect on our operations and operating results.Aircraft rent increased $9.5 million (36.0 percent) due to a greater percentage of our aircraft fleet being leased.  Eighteen lease-financed B717 aircraft were added to our fleet during the twelve months ended March 31, 2004.  Of the 12 aircraft scheduled for delivery the remainder of this year, we have lease-financing commitments in place for 6 B737 aircraft and 4 B717 aircraft.  During the first quarter of 2004, we took delivery of 2 B717 aircraft which have been lease-financed in accordance with our commitments.Maintenance, materials and repairs increased $3.9 million (26.1 percent).  On a block hour basis, maintenance costs increased 9.3 percent to $254 per block hour.  As the original manufacturer warranties expire on our B717 aircraft the maintenance, repair and overhaul of major aircraft engine, parts and components become covered by previously negotiated agreements with FAA-approved maintenance contractors.  Contractually we pay monthly fees based on either the number of flight hours flown or the number of landings.

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Distribution

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Aircraft Purchase Commitments and Fleet Renewal Plan:As of March 31, 2004, Airways contracted with The Boeing Company (Boeing) and an aircraft leasing company to acquire 50 B737 aircraft with delivery dates beginning in June 2004.  We currently plan to acquire eight B737 aircraft during 2004 and the remainder through 2008.  We also have the option to acquire up to 50 additional B737 aircraft from Boeing.
During the first quarter of 2004, we took delivery of two Boeing 717 aircraft (B717) increasing our fleet of B717 aircraft to 75 aircraft.  We have commitments to acquire six B717 aircraft in 2004 and 2005 and up to two additional B717 aircraft at the discretion of the airframe manufacturer.  These aircraft shall either be subject to individual operating leases or sale/leaseback transactions.  We also obtained contingent options to acquire up to four additional B717 aircraft under similar lease-financing arrangements.
During the first quarter of 2004, in connection with Airways' agreement with Boeing, Airways was refunded $3.0 million in previously paid aircraft deposits and paid $3.8 million to Boeing in aircraft deposits under the new agreement for the acquisition of B717 and B737 aircraft.Credit Agreement:During 2002, we entered into a $15 million credit agreement with a term of one year which was further extended, during the first quarter of 2004, to June 30, 2004.  The agreement allows us to obtain letters of credit and enter into hedge agreements with the bank.  The agreement contains certain covenant requirements including liquidity tests.  We are currently in compliance with these covenants.  At March 31, 2004, we had approximately $12.2  million in letters of credit drawn against the credit agreement.Other:During 2002, we entered into a cancelable agreement with a regional jet contractor to provide regional jet service between pre-determined pairs of cities.  We pay the contractor to operate the flights and we are entitled to all of the revenues associated with these flights.  These payments are recorded on a net basis as a reduction to passenger revenue.  In March 2004, we reached an agreement to phase out this regional jet service by August 2004.
During 2003, we entered into a one-year agreement with an air carrier to provide jet service between pre-determined pairs of cities.  The air carrier provides its own aircraft, crew, maintenance, and hull and liability insurance in exchange for a fixed block hour rate for flights operated on our behalf.  These payments are recorded on a net basis as a reduction to passenger revenues.

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|ITEM 3. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|------- | ----------------------------------------------------------

There have been no material changes in market risk from the information provided in Part II, Item 7A "Quantitative and Qualitative Disclosures About Market Risk" in our Annual Report on Form 10-K for the fiscal year ended December 31, 2003, other than those discussed below.Aviation FuelOur efforts to reduce our exposure to increases in the price and availability of aviation fuel include the utilization of fixed-price fuel contracts and fuel cap contracts.  Fixed-price fuel contracts are agreements to purchase defined quantities of aviation fuel from a third party at defined prices.  Fuel cap contracts are agreements to purchase defined quantities of aviation fuel from a third party at a price not to exceed a defined price, thereby limiting our exposure to increases in the price of aviation fuel.  As of March 31, 2004, utilizing fixed-price fuel contracts and fuel cap contracts we agreed to purchase approximately 47 percent and 10 percent of our fuel needs through the end of December 2004 and 2005, respectively at a price no higher than $0.85 and $0.75 per gallon of aviation fuel including delivery to our operations hub in Atlanta and other locations for 2004 and 2005, respectively.
Aircraft fuel represented 22.3 percent and 23.6 percent of our operating expenses for the first quarter of 2004 and 2003, respectively.  Based on our 2004 projected fuel consumption, a 10 percent increase in the average price per gallon of aircraft fuel would increase fuel expense on an annual basis by approximately $20.0 million, including the effects of our fuel hedges.  Increases in fuel prices or a shortage of supply could have a material effect on our operations and operating results.

|ITEM 4. | CONTROLS AND PROCEDURES
|------- | -----------------------

Our Chief Executive Officer and Chief Financial Officer have concluded that, based on their evaluation as of March 31, 2004, our disclosure controls and procedures are effective for gathering, analyzing and disclosing the information we are required to disclose in our reports under the Securities Exchange Act of 1934.  There have been no significant changes in our internal controls or in other factors that could significantly affect these controls subsequent to the date of the previously mentioned evaluation.

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PART II.
OTHER INFORMATION

Item 1.  Legal Proceedings
From time to time, we are engaged in litigation arising in the ordinary course of business.  We do not believe that any such pending litigation will have a material adverse effect on our results of operations or financial condition.Item 6.  Exhibits and Reports on Form 8-K



|(a) | Exhibits:                                                                                                                
|--- | -------------------------------------------------------------------------------------------------------------------------
|    | 3.2 - By-Laws (as amended and restated on March 24, 2004)                                                                
|    | 31.1 - CEO certification pursuant to Rule 13(a)-14 or 15(d)-14                                                           
|    | 31.2 - CFO certification pursuant to Rule 13(a)-14 or 15(d)-14                                                           
|    | 32.1 - CEO certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act
|    | 32.2 - CFO certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act
|    |                                                                                                                          
|(b) | Current Reports on Form 8-K:                                                                                             



|Date of Report   | Subject of Report                                                                                                        | 
|---------------- | ------------------------------------------------------------------------------------------------------------------------ | 
|March 19, 2004   | Regulation FD Rule 10b5-1(c) disclosure by Joseph B. Leonard regarding planned future sales of our common stock.        
|March 5, 2004    | Press release announcing the agreement to terminate regional jet service performed by Air Wisconsin Airline Corporation.
|January 22, 2004 | Press release announcing our financial results for the fourth quarter of 2003.                                          

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SIGNATURES

Pursuant to the requirements 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.

|Date:  May 10, 2004 | AirTran Holdings, Inc.(Registrant)/s/ Stanley J. GadekStanley J. GadekSenior Vice President, Finance,
Treasurer and Chief Financial Officer(Principal Accounting and Financial Officer)
|------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                    |                                                                                                                                                                                        
|                    |                                                                                                                                                                                        

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