


                                   FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION

                            WASHINGTON, D.C.  20549

                  Quarterly Report Under Section 13 or 15 (d)
                     of the Securities Exchange Act of 1934


        For Quarter Ended           December 31, 1997
        Commission File Number     0-11720

                   AIR TRANSPORTATION HOLDING COMPANY, INC.
             (Exact name of registrant as specified in its charter)

              Delaware                              52-1206400
      (State or other jurisdiction of            (I.R.S. Employer
      incorporation or organization)           Identification No.)

                  Post Office Box 488, Denver, North Carolina  28037
                  (Address of principal executive offices)

                                    (704) 377-2109
            (Registrant's telephone number, including area code)
     Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.


                  Yes   X                 No

                     APPLICABLE ONLY TO CORPORATE ISSUERS:

     Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date.

     2,650,653 Common Shares, par value of $.25 per share were outstanding as
of February 5, 1998.


<PAGE>











AIR TRANSPORTATION HOLDING COMPANY, INC. AND SUBSIDIARIES

                                     INDEX



PART I.  FINANCIAL INFORMATION

     Item 1.  Financial Statements

     Consolidated Statements of Earnings
     for the three and nine-month periods ended
     December 31, 1997 and 1996 (Unaudited)                                    3

     Consolidated Balance Sheets at
     December 31, 1997 (Unaudited)
     and March 31, 1997                                                        4

     Consolidated Statements of Cash
     Flows for the nine-month periods
     ended December 31, 1997 and 1996 (Unaudited)                              5

     Notes to Consolidated Financial
     Statements (Unaudited)                                                  6-7

     Item 2.  Management's Discussion and Analysis
                   of Financial Condition and Results
              of Operations                                                 8-11


PART II.  OTHER INFORMATION

     Item 6.  Exhibits and Reports on Form 8-K                             12-14


     Exhibit Index                                                            15



     Exhibits                                                              16-27
















                                       2
<PAGE>

<TABLE>
           AIR TRANSPORTATION HOLDING COMPANY, INC. AND SUBSIDIARIES
                CONSOLIDATED STATEMENTS OF EARNINGS (UNAUDITED)

<CAPTION>

                                        Three Months Ended     Nine Months
Ended
                                       December 31,           December 31,
                                      1997       1996        1997       1996
<S>                               <C>         <C>        <C>        <C>
Operating Revenues:
  Cargo                         $  4,852,046  4,763,349  13,880,202 13,604,185
  Maintenance                      3,634,535  2,519,679  10,146,148  8,514,370
  Ground equipment sales           6,367,958       -      7,920,810       -
  Aircraft services and other      1,608,000  1,628,259   3,426,775  3,130,781
                                  16,462,539  8,911,287  35,373,935 25,249,336


Operating Expenses:
  Flight operations                3,498,380  3,306,428   9,876,900  9,367,683
  Maintenance                      4,618,683  3,993,513  12,103,188 11,132,431
  Cost of ground equipment sales   4,869,276       -      6,040,056       -
  General and administrative       1,931,954  1,102,440   4,328,167  3,172,792
  Depreciation and amortization      162,030     95,681     384,037    317,043
  Start-up & merger expense            8,766      9,000     188,521    219,000
                                  15,089,089  8,507,062  32,920,869 24,208,949

Operating Income                   1,373,450    404,225   2,453,066  1,040,387

Non-operating (Income) Expense:
  Investment income                  (51,234)   (41,769)   (208,687)  (161,054)
  Deferred retirement obligation        -           -       418,000       -
  Loss (gain) on asset sale & other   12,501        -        20,833   (182,359)
                                     (38,733)   (41,769)    230,146   (343,413)

Earnings Before Income Taxes       1,412,183    445,994   2,222,920  1,383,800

Provision For Income Taxes           519,667    141,414     817,267    545,370

Net Earnings                    $    892,516    304,580   1,405,653    838,430


Weighted Average Shares:
   Basic                           2,650,653  2,611,100   2,649,246  2,620,322

   Diluted                         2,780,392  2,793,977   2,784,411  2,803,199

Net Earnings Per Common Share:
    Basic                       $      0.34       0.12        0.53       0.32

    Diluted                     $      0.32       0.11        0.50       0.30


<FN>
See notes to consolidated financial statements.




                                       3
</TABLE>
<PAGE>
<TABLE>
             AIR TRANSPORTATION HOLDING COMPANY, INC. AND SUBSIDIARIES
                          CONSOLIDATED BALANCE SHEETS

<CAPTION>

                                          December 31, 1997   March 31, 1997
                                             (Unaudited)
<S>                                            <C>              <C>
ASSETS                                        
 Current Assets:
   Cash and equivalents                      $  1,100,796        2,377,898
   Short term investments                       2,474,019        2,229,708
   Accounts receivable, net                     7,052,685        3,310,810
   Inventory, parts and supplies                3,983,252        1,069,206
   Deferred tax asset, net                        424,980          344,980
   Prepaid expense and other                        7,853          119,828
    Total Current Assets                       15,043,585        9,452,430

 Property and Equipment                         4,190,451        3,398,636
   Less accumulated depreciation               (2,291,057)      (1,943,020)
                                                1,899,394        1,455,616

 Intangible pension asset and other               562,606          210,365
   Total Assets                              $ 17,505,585       11,118,411


LIABILITIES AND STOCKHOLDERS' EQUITY
 Current Liabilities:
   Accounts payable                          $  3,465,800          809,245
   Notes payable to bank                        1,545,645             -
   Accrued liabilities                          1,854,477        1,665,046
   Income taxes                                   420,453          389,916
   Customer deposits                              155,000             -
     Total Current Liabilities                  7,441,375        2,864,207

 Deferred Retirement Obligation                   718,000             -

 Stockholders' Equity:
   Preferred stock, $1 par value, authorized
     10,000,000 shares, none issued                  -                -
   Common stock, par value $.25; authorized
     4,000,000 shares; 2,650,653 and
     2,651,433 shares issued                      661,991          662,858
   Additional paid in capital                   7,078,657        7,126,294
   Retained earnings                            1,605,562          465,052
                                                9,346,210        8,254,204

  Total Liabilities and Stockholders' Equity $ 17,505,585       11,118,411


<FN>
See notes to consolidated financial statements.







                                       4
</TABLE>
<PAGE>
<TABLE>
           AIR TRANSPORTATION HOLDING COMPANY, INC. AND SUBSIDIARIES
               CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
<CAPTION>
                                                   Nine Months Ended
                                                      December 30,
                                                  1997             1996
<S>                                           <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net earnings                             $  1,405,653         838,430
   Adjustments to reconcile net earnings to
     net cash provided by (used in) operations:
     Depreciation and amortization               384,037         317,043
     Change in deferred tax asset                (80,000)        122,858
     Change in retirement obligation             718,000            -
     Gain on sale of assets                         -           (182,359)
     Charge in lieu of income taxes                 -             15,837
     Asset and liability changes which
     provided (used) cash:
        Accounts receivable                   (4,719,768)        494,351
        Parts and supplies                    (1,391,017)       (228,000)
        Prepaid expense and other               (240,266)         75,008
        Accounts payable                       2,656,555        (300,778)
        Accrued expenses                         227,635        (109,532)
        Income taxes payable                      30,537         (21,409)
         Total adjustments                    (2,414,287)        183,019
    Net cash provided by (used in)
        operating activities                  (1,008,634)      1,021,449
CASH FLOWS FROM INVESTING ACTIVITIES:
   Business acquisition                         (715,981)           -
   Capital expenditures                         (540,174)       (295,091)
   Purchase of short term investments           (960,757)     (1,165,593)
   Sale of short term investments                716,446            -
   Proceeds from disposal of equipment              -            415,000

    Net cash used in investing activities     (1,500,466)     (1,045,684)

CASH FLOWS FROM FINANCING ACTIVITIES:
   Notes payable to bank                       1,545,645            -
   Payment of cash dividend                     (265,143)       (218 435)
   Repurchase of common stock                    (67,254)       (508,215)
   Proceeds from exercise of stock options        18,750           5,000

    Net cash provided by (used in)
      financing activities                     1,231,998        (721,650)

NET DECREASE IN CASH & EQUIVALENTS            (1,277,102)       (745,885)
CASH & EQUIVALENTS AT BEGINNING OF PERIOD      2,377,898       2,213,841

CASH & EQUIVALENTS AT END OF PERIOD          $ 1,100,796       1,467,956

SUPPLEMENTAL CASH FLOW INFORMATION:
  Cash paid during the period for:
     Interest                                $     3,760             491
     Income/Franchise taxes                      879,176         448,223

<FN>
See notes to consolidated financial statements.


                                       5
</TABLE>
<PAGE>

     AIR TRANSPORTATION HOLDING COMPANY, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  (UNAUDITED)

A.  Financial Statements

     The Consolidated Balance Sheet as of December 31, 1997, the Consolidated
Statements of Earnings for the three and nine-month periods ended December 31,
1997 and 1996 and the Consolidated Statements of Cash Flows for the nine-month
periods ended December 31, 1997 and 1996 have been prepared by Air
Transportation Holding Company, Inc. (the Company) without audit.  In the
opinion of management, all adjustments (consisting only of normal recurring
adjustments) necessary to present fairly the financial position, results of
operations and cash flows as of December 31, 1997, and for prior periods
presented, have been made.

     It is suggested that these financial statements be read in conjunction
with the financial statements and notes thereto included in the Company's
Annual Report on Form 10-K for the year ended March 31, 1997.  The results of
operations for the period ended December 31 are not necessarily indicative of
the operating results for the full year.

B.   Acquisition

     On August 29, 1997, the Company acquired the Simon Deicer Division of
Terex, Inc. for $715,000 cash.  The acquisition, renamed Global Ground
Support, LLC (Global), manufactures, sells and services aircraft deice
equipment on a worldwide basis.  The acquisition was accounted for using the
purchase method; accordingly, the assets and liabilities (which included
$1,522,000 inventory, $287,000 fixed assets and $3,000 accounts receivable,
net of $1,048,000 in customer deposits and $49,000 warranty obligation) of the
acquired entity have been recorded at their estimated fair value at the date
of acquisition.  Global's results of operations have been included in the
Consolidated Statement of Income since the date of acquisition.

     The following table presents unaudited pro forma results of operations as
if the acquisition had occurred on April 1, 1996.  These pro forma results
have been prepared for comparative purposes only and do not purport to be
indicative of what would have occurred had the acquisition been made at the
beginning of fiscal 1997 or of results which may occur in the future.
Furthermore, no effect has been given in the pro forma information for
operating benefits that are expected to be realized through the combination of
the entities because precise estimates of such benefits cannot be quantified.

                                            Nine Months Ended
                                               December 31,
          (Unaudited)                       1997           1996

Operating revenues                      $37,109,000    31,745,000
Net earnings                              1,418,000       353,000
Net basic earnings per share                          .53           .13





                                       6
<PAGE>
C.  Income Taxes

     The tax effect of temporary differences  gave rise to the Company's
deferred tax asset in the accompanying December 31, 1997 and March 31, 1997
consolidated balance sheets.

     The Company has recorded a valuation allowance in order to reduce its
deferred tax asset to an amount which is more likely than not to be realized.
Changes in the valuation allowance, related to future utilization of net
operating losses, reduced the provision for income taxes by $44,000 and
$72,000, respectively, during the nine-months ended December 31, 1997 and
1996.

     The income tax provisions for the three and nine-months ended December
31, 1997 and 1996 differ from the federal statutory rate primarily as a result
of state income taxes and reductions in the valuation allowance.

     The Company completed the utilization of all federal net operating loss
carryforwards available for tax return purposes during the quarter ended
December 31, 1996.  These carryforwards, to the extent realized, resulted in a
reduction of goodwill, until goodwill was reduced to zero in the quarter ended
June 30, 1996.

D.    Net Earnings Per Share

     Earnings per share has been calculated based on Statement of Accounting
Standards ("SFAS") No. 128 "Earnings Per Share" which became effective for the
quarter ended December 31, 1997.  As required by SFAS No. 128, per share data
for all periods presented has been retroactively restated to conform to the
new standard.

     Basic earnings per share has been compiled by dividing net earnings by
weighted average number of common shares outstanding during each period.
Shares issuable under employee stock options are considered common share
equivalents and were included in the weighted average common shares for
purposes of the diluted per share calculation.

E.  Reclassifications

     Certain reclassifications have been made in the 1996 financial statements
to conform with the 1997 presentation.













                                       7
<PAGE>
Item 2.  Management's Discussion and Analysis of Financial
Condition and Results of Operations.


Overview

     The Company's most significant component of revenue is generated through
its air cargo subsidiaries, Mountain Air Cargo, Inc. (MAC) and CSA Air, Inc.
(CSA), which are short-haul express air freight carriers flying nightly
contracts for a major express delivery company out of 81 cities, principally
located in 30 states in the eastern half of the United States and in Puerto
Rico, Canada and the Virgin Islands. Under the terms of its dry-lease service
contracts (which currently cover approximately 98% of the revenue aircraft
operated), the Company passes through to its customer certain cost components
of its operations without markup.  The cost of fuel, landing fees, outside
maintenance, aircraft certification and conversion, parts and certain other
direct operating costs are included in operating expenses and billed to the
customer as cargo and maintenance revenue.

     In 1993, the Company organized Mountain Aircraft Services, LLC (MAS) to
engage in the sale of commercial aircraft parts and provide aircraft engine
overhaul management and component repair services.  In August 1997 the Company
acquired certain assets and order backlog of Simon Deicer Company, a division
of Terex Aviation Ground Equipment, Inc. located in Olathe, Kansas.  The
acquisition, renamed Global Ground Support, LLC (Global), manufactures,
services and supports aircraft deicers on a worldwide basis.  Global is
operated as a subsidiary of MAS.

Results of Operations

     Consolidated revenue increased $10,125,000 (40.1%) to $35,374,000 and
$7,551,000 (84.9%) to $16,463,000, respectively, for the nine and three-month
periods ended December 31, 1997 compared to their equivalent 1996 periods. The
nine and three-month current period net increase in revenue primarily resulted
from a $7,921,000 and $6,368,000 respective increase in revenue associated
with the September 2, 1997 acquisition of Global, and increases in maintenance
service, engine overhaul and parts revenue.

     Operating expenses increased $8,712,000 (36.0%) to $32,921,000 for the
nine-month period ended December 31, 1997 and $6,582,000 (77.4%) to
$15,089,000 for the three-month period ended December 31, 1997 compared to
their equivalent 1996 periods.  The change in operating expenses for the nine-
month period consisted of the following:  cost of flight operations increased
$509,000 (5.4%), primarily as a result of additional costs associated with
flight crews and airport fees; maintenance expense increased $971,000 (8.7%),
primarily due to cost of parts required for heavy maintenance checks due on
aircraft and increased maintenance staffing; ground equipment increased
$6,040,000 (100.0%), as a result of the August 1997 Global acquisition;
depreciation and amortization increased $67,000 (21.1%) as a result of
additional depreciable assets purchased in the acquisition of Global, offset
by depreciation related to the sale of aircraft in fiscal 1997; general and
administrative expense increased $1,155,000 (36.4%) as a result of $562,000 in
G&A costs associated with the Company's operation of Global and increased
insurance, employee benefits, staffing, salary and wage rates.

                                       8
<PAGE>
Results of Operations (cont'd)

Facility start-up expenses decreased $30,000 (13.9%) and, reflect for fiscal
1997, cost associated with the Company's start-up and relocation of
maintenance operations to Kinston, N.C. compared to proposed merger and repair
shop component start-up cost for fiscal 1998.  The change in operating
expenses for the three-month periods, except for the September 1997
acquisition of Global, primarily followed the nine month changes.

     As a percentage of operating revenue, operating income increased to 6.9%
for the nine-month period ended December 31, 1997 from 4.1% for the equivalent
period in 1996, and 8.3% for the three-month period ended December 31, 1997
from 4.5% for the equivalent period in 1996, primarily as a result of the
addition of Global in September 1997.The $574,000 increase in non-operating
expense was principally due to a fiscal 1998 $418,000 provision to fulfill
contractual benefits related to the death of the Company's Chairman and CEO
and a $182,000 gain on sale of aircraft which took place in fiscal 1997.

     Pretax earnings increased $839,000 and $966,000 for the nine and three-
month periods ended December 31, 1997 compared to their December 31, 1996
periods.  The changes were respectively due to the second and third quarter
current period profitable results of Global, which added $1,244,000 to the
Company's pretax earnings for the nine-month period, partially offset by the
above $418,000 obligation recorded in the first quarter of fiscal 1998.

     The provision for income taxes increased $272,000 and $378,000 for the
nine and three-month periods ended December 31, 1997 compared to their
respective 1996 periods due to changes in taxable income and effective tax
rates.

Seasonality

     Global's business has historically been highly seasonal.  In general, the
bulk of Global's revenues have been recognized during the second and third
fiscal quarters, and comparatively little revenue has been recognized during
the first and fourth fiscal quarters.  The Company plans to reduce Global's
seasonal fluctuation in revenues by broadening its product line to increase
revenues in the first and fourth fiscal quarters.  The remainder of the
Company's business is not materially seasonal.



Liquidity and Capital Resources

     As of December 31, 1997 the Company's working capital amounted to
$7,602,000, an increase of $1,014,000 compared to March 31, 1997.  The net
increase primarily resulted from profitable operations offset by cash required
for the Global acquisition.

     The Company's secured bank financing line provides credit in the
aggregate of up to $4,000,000 through August 1998. Loans under the line of
credit bear interest at the lender's prime rate less 25 basis points.

     Substantially all of the Company's accounts receivable and inventory,
have been pledged as collateral under this financing arrangement.  As of

                                       9
<PAGE>

Liquidity and Capital Resources (cont'd)

December 31, 1997 the Company was in a net borrowing position against its
credit line of $1,546,000.  Management believes that funds anticipated from
operations and existing credit facilities will provide adequate cash flow to
meet the Company's financial needs for the foreseeable future.

     The respective nine-month periods ended December 31, 1997 and 1996
resulted in the following changes in cash flow:  operating activities used
$1,009,000 and provided $1,021,000, investing activities used $1,500,000 and
$1,046,000 and financing activities provided and used, respectively,
$1,232,000 and $722,000.  Net cash decreased $1,277,000 and $746,000 for the
respective nine-month periods ended December 31, 1997 and 1996.

     Cash used in operating activities was $2,030,000 more for the nine-months
ended December 31, 1997 compared to the similar 1996 period, principally due
to the change in net assets resulting from the operations of Global, partially
offset by the deferred retirement obligations booked in 1997.  Cash used in
investing activities for the nine-months ended December 31, 1997 was
approximately $455,000 more than the comparable period in 1996, principally
due to expenditures related to the acquisition of Global, offset by net
decreases in purchase of short-term investments.  Cash provided by financing
activities was $1,954,000 more in the 1997 nine-month period due to a note
payable to bank and a reduction in the repurchase of common stock.

     During the nine months ended December 31, 1997 the Company repurchased
15,780 shares of its common stock at a total cost of $67,000.  Pursuant to its
previously announced stock repurchase program, $204,000 remains available for
repurchase of common stock.

     Cost associated with the Company's start-up of an FAA approved 145
component repair facility which opened at Kinston, N. C. in May 1997,
professional fees related to terminated first quarter merger discussions and
start-up cost associated with Global amounted to $189,000 for the nine-month
period ended December 31, 1997.  There are currently no commitments for
significant capital expenditures.  The Company paid a $.10 per share cash
dividend in June 1997.  The Company's Board of Directors on August 7, 1997
adopted the policy to pay an annual cash dividend in the first quarter of each
fiscal year, in an amount to be determined by the board.

Year 2000 Issue

     The Company has initiated a comprehensive review of its computer systems
to identify the systems that could be affected by the "year 2000 issue", which
is the result of computer programs being written using two digits rather than
four to define the applicable year.  Like most owners of computer software,
the Company will be required to modify significant portions of its software so
that it will function properly in the Year 2000.  The Company presently
believes that, with modifications to existing software and conversions to new
software, the Year 2000 problem will not pose significant operational problems
for the Company's computer systems.  Management has not yet completely
assessed the year 2000 compliance expense and related potential effect on the
Company's earnings.


                                      10
<PAGE>

Impact of Inflation

     The Company believes the impact of inflation and changing prices on its
revenues and earnings is not material since the major cost components of its
operations, consisting principally of fuel, aircraft, crew and certain
maintenance costs are passed through to its customer under current contract
terms.
                                       
                                       
                                       
                                       
                                       
                                       
                                       
                                       
                                       
                                       
                                       
                                       
                                       
                                       
                                       
                                       
                                       
                                       
                                       
                                       
                                       
                                       
                                       
                                       
                                       
                                       
                                       
                                       
                                       
                                       
                                       
                                       
                                       
                                       
                                       
                                       
                                       
                                       
                                       
                                       
                                       
                                       
                                       
                                       
                                       
                                       
                                       
                                       
                                       
                                      11
<PAGE>
     PART II -- OTHER INFORMATION

Item 6.  Exhibits and Reports on Form 8-K

               (a)  Exhibits

No.                      Description

 3.1  Certificate of Incorporation, as amended, incorporated by reference to
 Exhibit 3.1  of the Company's Annual Report on Form 10-K for  the fiscal
 year ended March 31, 1994

 3.2  By-laws of the Company, incorporated by reference to Exhibit 3.2 of the
Company's Annual Report on Form 10-K for the fiscal year ended March 31,
1996.

 4.1   Specimen Common Stock Certificate, incorporated by reference to
 Exhibit 4.1 of the Company's Annual Report on Form 10-K for the fiscal
 year ended March 31, 1994

10.1   Aircraft Dry Lease and Service Agreement dated February 2,
between Mountain Air Cargo, Inc. and Federal Express Corporation,
incorporated by reference to Exhibit 10.13 to Amendment No. 1 on Form 10-Q/A
to the Company's Quarterly Report on Form 10-Q for the quarterly period
ended December 31, 1993

10.2  Loan Agreement among NationsBank of North Carolina, N.A., the
Company and its subsidiaries, dated January 17, 1995, incorporated by
reference to Exhibit 10.7 to the Company's Quarterly Report on Form 10-Q
for the period ended December 31,1994

10.3  Aircraft Wet Lease Agreement dated April 1, 1994 between Mountain Air
Cargo, Inc. and Federal Express Corporation, incorporated by reference to
Exhibit 10.4 of Amendment No. 1 on Form 10-Q/Q to the Company's Quarterly
Report on Form 10-Q for the period ended September 30, 1994

10.4 Adoption Agreement regarding the Company's Master 401(k) Plan and Trust,
incorporated by reference to Exhibit 10.7 to the Company's Annual Report
on Form 10-K for the fiscal year ended March 31, 1993*

10.5 Form of options to purchase the following amounts of Common
Stock issued by the Company to the following executive officers
during the following fiscal years ended March 31:*

          Number of Shares
          Executive Officer          1993       1992        1991

               J. Hugh Bingham          150,000     150,000    200,000
               John J. Gioffre          100,000     100,000    125,000
               William H. Simpson       200,000     200,000    300,000

 incorporated by reference to Exhibit 10.8 of the Company's  Annual Report
 on Form 10-K for the fiscal year ended March 31, 1993.



                                      12
<PAGE>
10.6 Premises and Facilities Lease dated November 16, 1995 between Global
TransPark Foundation, Inc. and Mountain Air Cargo, Inc., incorporated by
reference to Exhibit 10.5 to Amendment No. 1 on form 10-Q/A to the
Company's Quarterly Report on Form 10-Q for the period ended December 31,
1995.

10.7  Employment Agreement dated January 1, 1996 between the Company,
Mountain Air Cargo Inc. and Mountain Aircraft Services, LLC and
William H. Simpson, incorporated by reference to Exhibit 10.8 to the
Company's Annual Report Form 10-K for the fiscal year ended March 31,
1996.*

10.8  Employment Agreement dated January 1, 1996 between the Company,
Mountain Air Cargo Inc. and Mountain Aircraft Services, LLC and John J.
Gioffre, incorporated by reference to Exhibit 10.9 to the Company's   Annual
Report Form 10-K for the fiscal year ended March 31, 1996.*

10.9  Employment Agreement dated January 1, 1996 between the Company,
Mountain Air Cargo Inc. and Mountain Aircraft Services, LLC and J. Hugh
Bingham, incorporated by reference to Exhibit 10.10 to the Company's  Annual
Report Form 10-K for the fiscal year ended March 31, 1996.*

10.10 Employment Agreement dated September 30, 1997 between Mountain Aircraft
Services, LLC and J. Leonard Martin.

11.1  Computation of Primary and Fully Diluted Earnings per Common Share

21.1  List of subsidiaries of the Company, incorporated by reference to
Exhibit 21.1 to the Company's Quarterly Report on Form 10-Q for the
period ended September 30, 1997.

27.1  Financial Data Schedule (For SEC use only)



 * Management compensatory plan or arrangement required to be filed as an
exhibit to this report.

 b.   Reports on form 8-K

 No Current Reports on Form 8-K were filed in the third quarter of  fiscal
1997.














                                      13
<PAGE>

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.


                         AIR TRANSPORTATION HOLDING COMPANY, INC.
                                     (Registrant)


Date:  February 10, 1998              /s/ Walter Clark
                               Walter Clark, Chief Executive Officer

Date:  February 10, 1998              /s/ John Gioffre
                               John J. Gioffre, Chief Financial Officer



























   


                                      14
<PAGE>

                      AIR TRANSPORTATION HOLDING COMPANY, INC.

                                 EXHIBIT INDEX

Exhibit
                                                             PAGE
10.10  Employment agreement dated September 30, 1997 between
          Mountain Aircraft Services, LLC
          And J. Leonard Martin.............................16-26

11.1   Computation of Primary and Fully Diluted
          Earnings Per Common Share........................... 27


                                       
                                       
                                       
                                       
                                       
                                       
                                       
                                       
                                       
                                       
                                       
                                       
                                       
                                       
                                       
                                       
                                       
                                       
                                       
                                       
                                       
                                       
                                       
                                       
                                       
                                       
                                       
                                       
                                       
                                       
                                       
                                       
                                       
                                       
                                       
                                       
                                       
                                       
                                       
                                       
                                       
                                      15
<PAGE>

