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 September 30, 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  third 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: November 22, 2004                             by /s/ David M. Wing
                                                    --------------------
                                                    David M. Wing
                                                    Executive Vice President and
                                                    Chief Financial Officer