EXHIBIT 5.2


                                 [Letterhead of]

                             CRAVATH, SWAINE & MOORE

      

                                                                 August 25, 1998

                                  AMTRAN, INC.
                       REGISTRATION STATEMENT ON FORM S-3


Ladies and Gentlemen:

          We have acted as counsel for Amtran, Inc., an Indiana corporation (the
"Company"), in connection with the Registration Statement on Form S-3, File No.
333-52655 (the "Registration Statement") under the Securities Act of 1933, as
amended (the "Securities Act") of the Company, and American Trans Air, Inc.,
Ambassadair Travel Club, Inc., ATA Vacations, Inc., Amber Travel, Inc., American
Trans Air Training Corporation, American Trans Air ExecuJet, Inc. and Amber Air
Freight Corporation, each an Indiana corporation (collectively, the
"Guarantors") with respect to (a) the following securities of the Company: (i)
unsecured senior debt securities (the "Debt Securities"), (ii) shares of
preferred stock, without par value (iii) shares of common stock, without par
value, and (b) guarantees of Debt Securities (the "Guarantees") issued by the
Guarantors, in each case, for issuance from time to time pursuant to Rule 415
under the Securities Act.

          In that connection, we have examined originals, or copies certified or
otherwise identified to our satisfaction, of such documents, corporate records
and other instruments as we have deemed necessary or appropriate for the
purposes of this opinion, including the form of the Indenture (the "Indenture")
to be entered into by the Company, the Guarantors and the Trustee (the
"Trustee") to be named in a Prospectus Supplement relating to an issuance of
Debt Securities.





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          Based on the foregoing, we are of opinion as follows:

          1. When the Indenture shall have been duly authorized, executed and
delivered by each of the Company, the Guarantors and the Trustee, the Indenture
will constitute a legal, valid and binding obligation of the Company and the
Guarantors, enforceable against the Company and the Guarantors in accordance
with its terms (subject to applicable bankruptcy, insolvency, reorganization,
moratorium, fraudulent transfer or other similar laws affecting creditors'
rights generally from time to time in effect and to general principles of
equity, including, without limitation, concepts of materiality, reasonableness,
good faith and fair dealing, regardless of whether such enforceability is
considered in a proceeding in equity or at law).

          2. When (i) the Registration Statement shall have become effective
under the Securities Act, (ii) the blue sky or securities laws of certain states
shall have been complied with, (iii) the Indenture shall have been executed and
delivered by each of the Company, the Guarantors and the Trustee and duly
qualified under the Trust Indenture Act of 1939, as amended, and (iv) the Debt
Securities shall have been duly authorized, executed, authenticated and
delivered against payment therefor, the Debt Securities will constitute legal,
valid and binding obligations of the Company, enforceable against the Company in
accordance with their terms and entitled to the benefits of the Indenture
(subject to applicable bankruptcy, insolvency, reorganization, moratorium,
fraudulent transfer or other laws affecting creditors' rights generally from
time to time in effect and to general principles of equity, including, without
limitation, concepts of materiality, reasonableness, good faith and fair
dealing, regardless of whether such enforceability is considered in a proceeding
in equity or at law).

          3. When (i) the Registration Statement shall have become effective
under the Securities Act, (ii) the blue sky or securities laws of certain states
shall have been complied with, (iii) the Indenture shall have been executed and
delivered by each of the Company, the Guarantors and the Trustee and duly
qualified under the Trust Indenture Act of 1939, as amended, and (iv) the
Guarantees shall have been duly authorized, executed, authenticated and
delivered, the Guarantees will be legal, valid and binding obligations of each
of the Guarantors, enforceable against the Guarantors in accordance with their
terms and entitled to the benefits of the Indenture (subject to applicable
bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other
laws affecting creditors' rights generally from time to time in effect and to
general principles of equity,



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including, without limitation, concepts of materiality, reasonableness, good
faith and fair dealing, regardless of whether such enforceability is considered
in a proceeding in equity or at law).

          We are admitted to practice in the State of New York, and we express
no opinion as to matters governed by any laws other than the laws of the State
of New York and the Federal laws of the United States of America. In particular,
we do not purport to pass on any matter governed by the laws of the State of
Indiana.

          We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. We also consent to the use of our name under the caption
"Legal Opinions" in the Prospectus contained in the Registration Statement.

                                                       Very truly yours,

 
                                                       Cravath, Swaine & Moore

Amtran, Inc.
     7337 West Washington Street
          Indianapolis, IN 46231