Exhibit 31.2

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

I, Gilbert F. Viets, 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 am responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) 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 quarterly report our conclusions about the
    effectiveness of the disclosure controls and procedures, as of March 31,
    2005 (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 fourth fiscal quarter in the case of an quarterly
    report) that has materially effected, 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 12, 2005           /s/ Gilbert F. Viets
                            ------------------------
                            Gilbert F. Viets
                            Executive Vice President and Chief Financial Officer