LEASE AMENDMENT NO. 1

         THIS LEASE  AMENDMENT NO. 1 (this  "Amendment") is made as of this 24th
day of  June  1996  by  and  between  First  Security  Bank  of  Utah,  National
Association,  not in its individual capacity but solely as trustee under a Trust
Agreement  dated as of March 1, 1989  ("Lessor"),  and American  Trans Air, Inc.
("Lessee").

         WHEREAS,  Lessor and Lessee are  parties to a certain  Lease  Agreement
dated as of November 5, 1993 and Lease  Supplement  No. 1 thereto dated November
8, 1993 (as more fully described in Annex I hereto, and together,  the "Lease"),
pursuant to which Lessor has leased to Lessee one (1) Boeing  727-290  aircraft,
manufacturer's  serial number 21510, U.S.  Registration number N774AT, and three
(3) Pratt & Whitney  JT8D-17  aircraft  engines,  manufacturer's  serial numbers
P688306B, P688045B and P658122B (such aircraft and engines, the "Aircraft"); and

         WHEREAS,  Section 3(d) of the Lease  grants  Lessee an option to extend
the Term of the Lease at the  expiration of the current Term of the Lease,  upon
notice to Lessor; and

         WHEREAS, Lessee has duly notified Lessor of Lessee's desire to exercise
such  option,  and Lessor and  Lessee  have  agreed to extend the Lease upon the
terms and conditions hereinafter set forth.

         NOW  THEREFORE,  in  consideration  of the  premises and other good and
valuable  consideration,  the receipt and sufficiency of which are acknowledged,
the parties hereto agree as follows:

         1. All capitalized  terms which are not otherwise  defined herein shall
have the meanings ascribed to them in the Lease.

         2.  Provided  that no Event  of  Default  shall  have  occurred  and be
continuing on the date such extension commences,  the Term of the Lease shall be
extended by a period of two (2) years and shall end on November 7, 1998,  unless
the Lease shall sooner  terminate or be further  extended in accordance with its
terms.

         3. Except as specifically modified by this Amendment,  all of the terms
and conditions of the Lease shall remain in full force and effect and are hereby
ratified and confirmed.

         IN WITNESS WHEREOF,  Lessor and Lessee have caused this Amendment No. 1
to be duly executed by their respective authorized officers as of the date first
above set forth.

AMERICAN TRANS AIR, INC.,                   FIRST SECURITY BANK OF UTAH,
  as Lessee                                 NATIONAL ASSOCIATION, not in its
                                            individual capacity, but solely 
                                            as trustee,  as Lessor


By: /s/Kenneth K. Wolff                     By:_________________________
-----------------------
Kenneth K. Wolff                         Title:     
<PAGE>

                                                                         Annex I
                                                        To Lease Amendment No. 1

                              Description of Lease

         Lease  Agreement  dated as of November 5, 1993 between  First  Security
Bank of Utah, National Association, as owner trustee under Trust Agreement dated
as of March 1, 1989, as lessor,  and American Trans Air, Inc., as lessee,  which
was  recorded by the Federal  Aviation  Administration  on November 29, 1993 and
assigned  Conveyance No. X122110,  as  supplemented  by the following  described
instrument:

                        Date of                FAA                   FAA
Instrument             Instrument           Recording Date      Conveyance No.

Lease Supplement
No. 1                   11/08/93             11/29/93               X122110