No. [      ]                                                       [ ]Shares


               Incorporated Under the Laws of the State of Indiana


                                  AMTRAN, INC.

                               SERIES A1 PREFERRED




                  This is to  certify  that [ ] is the  owner of [ ]  shares  of
Series A1 Preferred Stock of AMTRAN, INC. (the "Company"),  having no par value,
which shares are fully paid and non-assessable, and are transferable only on the
books of the  Company  by the  holder  hereof  in  person  or by  attorney  upon
surrender of this Certificate properly endorsed.


                  IN WITNESS  WHEREOF,  the said  corporation  has  caused  this
Certificate to be signed by its duly authorized  officers and its corporate seal
to be hereunto affixed this [ ] day of [ ].





John P. Tague                               Brian Hunt
President and                               Secretary
Chief Executive Officer










THE SHARES  REPRESENTED  BY THIS  CERTIFICATE  HAVE BEEN  ACQUIRED BY THE HOLDER
SOLELY FOR ITS OWN ACCOUNT FOR THE PURPOSE OF INVESTMENT  AND NOT WITH A VIEW TO
OR FOR SALE IN  CONNECTION  WITH ANY  DISTRIBUTION  THEREOF IN  VIOLATION OF THE
SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"),  AND APPLICABLE STATE SECURITIES
LAWS.  THESE  SECURITIES  HAVE NOT BEEN  REGISTERED  UNDER THE ACT OR APPLICABLE
STATE  SECURITIES  LAWS AND, UNLESS  REGISTERED,  MAY NOT BE SOLD OR TRANSFERRED
EXCEPT PURSUANT TO AN EXEMPTION THEREFROM.

THE DESIGNATION OF SERIES A1 PREFERRED STOCK SETTING FORTH THE RELATIVE  RIGHTS,
PREFERENCES  AND  LIMITATIONS  OF THE  SHARES  IS SET FORTH IN THE  ARTICLES  OF
AMENDMENT TO THE ARTICLES OF INCORPORATION OF THE COMPANY, A COPY OF WHICH SHALL
BE FURNISHED TO ANY SHAREHOLDER UPON REQUEST AND WITHOUT CHARGE BY THE COMPANY.