Air T, Inc.
                        3524 Airport Road
                  Maiden, North Carolina 28650





                        November 23, 2004



Ms. Theresa A. Messinese
Staff Accountant
United States Securities and Exchange Commission
450 5th Street, N.W.
Judiciary Plaza
Mail Stop 0305
Washington, D.C.  20549


Re:  Form 8-K filed November 17, 2004
     File No.: 0-11720

Dear Ms. Messinese:

     We are writing in response to your letter dated November 19,
2004 regarding our Current Report on Form 8-K dated November 17,
2004 (the "Current Report").  We are today filing Amendment No. 1
on Form 8-K/A ("Amendment No. 1") to amend the Current Report to
clarify that the decision by the Audit Committee of our Board of
Directors on November 10, 2004 to no longer engage our former
independent public accountants resulted in Audit Committee
dismissing those independent public accountants on that date.
Amendment No. 1 includes as Exhibit 16 a letter from our former
independent public accountants with respect to their agreement
with the statements included in Amendment No. 1.

     We acknowledge that the adequacy and accuracy of the
disclosure in these filings are our responsibility.  We
acknowledge that staff comment or changes in disclosure in
response to staff comment effected in the above-mentioned filings
do not foreclose the Commission from taking any action with
respect to the filings.  We also represent that staff comment may
not be asserted as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the
United States.


                                   Sincerely,

                                   /s/ John J. Gioffre

                                   John J. Gioffre
                                   Vice President-Finance and
                                   Secretary


cc:       Stephen M. Lynch - Robinson, Bradshaw & Hinson, P.A.