Exhibit 31.2

                                  Certification
            Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, David M. Wing, certify that:

     1. I have  reviewed  this  quarterly  report on Form  10-Q of ATA  Holdings
     Corp.;

     2. Based on my knowledge, this quarterly report does not contain any untrue
     statement of a material fact or omit to state a material fact  necessary to
     make the statements  made, in light of the  circumstances  under which such
     statements  were made, not misleading with respect to the period covered by
     this quarterly report;

     3. Based on my knowledge,  the financial  statements,  and other  financial
     information  included  in this  quarterly  report,  fairly  present  in all
     material respects the financial  condition,  results of operations and cash
     flows of the  registrant  as of, and for,  the  periods  presented  in this
     quarterly report;

     4. The  registrant's  other  certifying  officer and I are  responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

          a) designed such disclosure  controls and  procedures,  or caused such
          disclosure   controls  and   procedures  to  be  designed   under  our
          supervision,  to ensure  that  material  information  relating  to the
          registrant,  including its consolidated subsidiaries, is made known to
          us by others within those entities,  particularly during the period in
          which this quarterly report is being prepared;

          b) evaluated the effectiveness of the registrant's disclosure controls
          and procedures and presented in this report our conclusions  about the
          effectiveness of the disclosure  controls and procedures,  as of March
          31, 2004 (the "Evaluation Date"); and

          c) disclosed in this quarterly  report any change in the  registrant's
          internal  controls that occurred during the  registrant's  most recent
          fiscal quarter (the  registrant's  first fiscal quarter in the case of
          this quarterly report) that has materially affected,  or is reasonably
          likely to materially affect, the registrant's internal controls; and

     5. The registrant's other certifying officer and I have disclosed, based on
     our most recent  evaluation,  to the  registrant's  auditors  and the audit
     committee of  registrant's  board of directors (or persons  performing  the
     equivalent functions):

          a) all significant  deficiencies and material weaknesses in the design
          or  operation  of internal  controls  which are  reasonably  likely to
          adversely  affect  the  registrant's   ability  to  record,   process,
          summarize and report financial information; and

          b) any fraud,  whether or not material,  that  involves  management or
          other  employees  who  have a  significant  role  in the  registrant's
          internal controls.



Date: May 14, 2004                                  by /s/ David M. Wing
                                                    --------------------
                                                    David M. Wing
                                                    Executive Vice President and
                                                    Chief Financial Officer