<PAGE>
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________
Form S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_______________
AIR T, 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.)
3524 Airport Road
Maiden, North Carolina 28650
(704) 377-2109
(Address of principal executive officers)
_______________
Air T, Inc.
1998 Omnibus Securities Award Plan
(Full title of the plan)
_______________
JOHN J. GIOFFRE
3524 Airport Road
Maiden, North Carolina 28650
(Name and address of agent for service)
(704) 377-2109
(Telephone number, including area code, of agent for service)
_______________
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Amount maximum maximum Amount
securities to be to be offering aggregate of
registered regis- price per offering registra-
tered unit price tion fee
Common Stock, $.25 365,000shs. $3.1875(1) $1,163,437.50(1) $343.22
par value (includ-
ing options under
the AirT 1998
Ominbus Securities
Award Plan)
(1) In accordance with Rule 457(h)(1) of Regulation C, the
price for the shares is computed on the basis of the average
high and low prices for Common Shares on May 12, 2000 as
reported on the NASDAQ Bulletin Board (OTC).
</page>
<PAGE>
PART II INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents are incorporated by reference into
this registration statement:
(a) The Company's latest annual report on Form 10-K filed
pursuant to Section 13(a) or 15(d) of the Securities Exchange Act
of 1934 containing financial statements for the Company's latest
fiscal year for which a Form 10-K was required to have been
filed;
(b) All other reports filed pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934 since the end of the
fiscal year covered by the annual report referred to in (2)
above; and
(c) The description of securities contained in the
Corporation's registration statement filed under the Securities
Exchange Act of 1934 on Form 8-A, including any amendment or
report filed for the purpose of updating such description.
All documents subsequently filed by the Company pursuant to
Section 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment indicating that all
securities offered by this registration statement have been sold
or that deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference into the registration
statement and to be part thereof from the date of filing of such
documents.
Item 6. Indemnification of Directors and Officers.
The Corporation's Restated Certificate of Incorporation
contains certain provisions permitted under the General
Corporation Law of Delaware relating to the liability of
directors. These provisions eliminate a director's liability for
monetary damages for a breach of fiduciary duty, except in
certain circumstances involving wrongful acts such as the breach
of a director's duty of loyalty or acts or omissions involving
intentional misconduct or a knowing violation of law. The
Corporation's Restated Certificate of Incorporation also contains
provisions indemnifying the Corporation's directors and officers
to the fullest extent permitted by the Delaware General
Corporation Law.
Item 8. Exhibits.
Exhibit Number Description
4.1 Air Transportation Holding Company, Inc. 1998
Omnibus Securities Award Plan (incorporated by
reference to Exhibit 10.11 to the Corporation's
Quarterly Report Form 10-Q for the quarter ended
June 30, 1998).
4.2 Amendment No. 1 to AirT, Inc. 1998 Omnibus
Securities Award Plan
5 Opinion of Robinson, Bradshaw & Hinson, P.A.
</page>
<PAGE>
23.1 Consent of Robinson, Bradshaw & Hinson, P.A.
(contained in Exhibit 5)
23.2 Consent of Deloitte & Touche, LLP
24.1 Power of Attorney of Claude S. Abernethy, dated
June 21, 1999
24.2 Power of Attorney of J. Hugh Bingham, dated June
21, 1999
24.3 Power of Attorney of Allison T. Clark, dated June
21, 1999
24.4 Power of Attorney of Walter Clark, dated June 21,
1999
24.5 Power of Attorney of Sam Chesnutt, dated June 21,
1999
24.6 Power of Attorney of John J. Gioffre, dated June
21, 1999
24.7 Power of Attorney of J. Leonard Martin, dated
June 21, 1999
24.8 Power of Attorney of Herman A. Moore, dated June
21, 1999
24.9 Power of Attorney of George C. Prill, dated June
30, 1999
24.10 Power of Attorney of William Simpson, dated June
21, 1999
Item 9. Undertakings.
The undersigned registrant hereby undertakes as follows:
(1) For the purpose of determining any liability under the
Securities Act of 1933, each post-effective amendment involving a
fundamental change in the information set forth in this
registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof;
(2) The registrant shall remove from registration by means
of a post-effective amendment any of the securities being
registered that remain unsold at the termination of the offering;
(3) For purposes of determining any liability under the
Securities Act of 1933, each filing of the registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in this registration statement shall be
deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof; and
(4) Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the registrant, the
registrant has
</page>
<PAGE>
been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public
policy as expressed in such Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of
the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.
</page>
<PAGE>
SIGNATURES
The Registrant. Pursuant to the requirements of the
Securities Act of 1933, the registrant certifies that it has
reasonable grounds to believe it meets all the requirements for
filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Maiden, State of North
Carolina on May 17, 2000.
AIRT, INC.
By: /s/ Walter Clark
Walter Clark, Chief Executive Officer
(Principal Executive Officer)
By: /s/ John J. Gioffre
John J. Gioffre, Vice President - Finance
(Principal Financial and Accounting Officer)
Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed by the following
persons in the capacities indicated on May 17, 2000.
By: /s/ Claude S. Abernethy*
Claude S. Abernethy, Jr., Director
By: /s/ J. Hugh Bingham*
J. Hugh Bingham, Director
By: /s/ Allison T. Clark*
Allison T. Clark, Director
By: /s/ Walter Clark
Walter Clark, Director
By: /s/ Sam Chesnutt*
Sam Chesnutt, Director
By: /s/ John J. Gioffre
John J. Gioffre, Director
By: /s/ J. Leonard Martin*
J. Leonard Martin, Director
By: /s/ Herman A. Moore*
Herman A. Moore, Director
</page>
<PAGE>
By: /s/ George C. Prill*
George C. Prill, Director
By: /s/ William Simpson*
William Simpson, Director\
* By: /s/ John J. Gioffre
(John J. Gioffre, Attorney-in-Fact)
</page>
<PAGE>
EXHIBIT INDEX
Exhibit Number Description
4.1 Air Transportation Holding Company, Inc. 1998
Omnibus Securities Award Plan (incorporated by
reference to Exhibit 10.11 to the Company's
Quarterly Report Form 10-Q for the quarter ended
June 30, 1998).
4.2 Amendment No. 1 to AirT, Inc. 1998 Omnibus
Securities Award Plan
5 Opinion of Robinson, Bradshaw & Hinson, P.A.
23.1 Consent of Robinson, Bradshaw & Hinson, P.A.
(contained in Exhibit 5)
23.2 Consent of Deloitte & Touche, LLP
24.1 Power of Attorney of Claude S. Abernethy, dated June 21, 1999
24.2 Power of Attorney of J. Hugh Bingham, dated June 21, 1999
24.3 Power of Attorney of Allison T. Clark, dated June 21, 1999
24.4 Power of Attorney of Walter Clark, dated June 21, 1999
24.5 Power of Attorney of Sam Chesnutt, dated June 21, 1999
24.6 Power of Attorney of John J. Gioffre, dated June 21, 1999
24.7 Power of Attorney of J. Leonard Martin, dated June 21, 1999
24.8 Power of Attorney of Herman A. Moore, dated June 21, 1999
24.9 Power of Attorney of George C. Prill, dated June 30, 1999
24.10 Power of Attorney of William Simpson, dated June 21, 1999
</page>
<PAGE>
Exhibit 4.2
AMENDMENT NO. 1
TO
AIR TRANSPORTATION HOLDING COMPANY, INC.
1998 OMNIBUS SECURITIES AWARD PLAN
1. Purpose
The purpose of this Amendment No. 1 (this "Amendment") to
the Air Transportation Holding Company, Inc. 1998 Omnibus
Securities Award Plan (the "Plan") is to increase by 200,000 the
number of shares of common stock that may be made issued under
the Plan and to change the name of the Plan to "AirT, Inc. 1998
Omnibus Securities Award Plan," effective upon the change of the
name of Air Transportation Holding Company, Inc. to AirT, Inc.
Terms not otherwise defined herein shall have the meanings given
them in the Plan.
2. Effective Date
The effective date of this Amendment shall be June 21, 1999.
3. Increase in Number of Shares
The Plan is hereby amended to increase the number of shares
that may be subject to options granted under the Plan from One
Hundred Sixty-five Thousand (165,000) to Three Hundred Sixty-five
Thousand (365,000), and accordingly Section 6.1 of the Plan is
hereby restated as follows:
6.1 Available Shares. The maximum number of shares of
Common Stock that shall be available for grant of
Awards under the Plan (including incentive stock
options) during its term, shall not exceed 365,000.
(Such amount shall be subject to adjustment as provided
in Section 6.2.) Any shares of Common Stock related to
Awards that terminate by expiration, forfeiture,
cancellation, or otherwise without the issuance of such
shares shall be available again for grant under the
Plan. Moreover, shares of Common Stock with respect to
which a stock appreciation right has been exercised and
paid in cash shall again become eligible for grant
under the Plan; provided that if such shares of Common
Stock subject to Awards are settled in cash in lieu of
Common Stock or are exchanged with the Committee's
permission for Awards not involving Common Stock, such
shares shall not be available again for grant under the
Plan. The maximum number of shares available for
issuance under the Plan shall not be reduced to reflect
any dividends or dividend equivalents that are
reinvested into additional shares of Common Stock or
credited as additional performance shares. The shares
of Common Stock available for issuance under the Plan
may be authorized and unissued shares, treasury shares,
shares issued and outstanding or shares owned by a Subsidiary.
</page>
<PAGE>
4. Change in Name of Plan
The Plan is amended, effective upon the change in the name
of Air Transportation Holding Company, Inc. to AirT, Inc., by
changing the name of the Plan, including all references in the
Plan to the name of the Plan, to "AirT, Inc. 1998 Omnibus
Securities Award Plan."
5. Approval of Amendment
This Amendment is expressly made subject to the approval of
the stockholders of the Corporation in the manner prescribed by
law. If this Amendment is not so approved by the stockholders on
or before one year after the adoption of this Amendment by the
Board of Directors of the Corporation, this Amendment shall not
be effective.
Exhibit 5.0
</page>
<PAGE>
[letterhead of Robinson, Bradshaw & Hinson, P.A.]
Stephen M. Lynch
Telephone (704)
377-8355
Fax (704) 373-
3955
Internet
[email protected]
May 12, 2000
Air T, Inc.
3524 Airport Road
Maiden, North Carolina 28605
Attention: Mr. John J. Gioffre
Re: Air T, Inc.
Registration on Statement on Form S-8
Ladies and Gentlemen:
We have served as counsel to Air T, Inc. (the "Company") in
connection with the Company's registration statement on Form S-8
(the "Registration Statement") relating to the offer and sale of
up to 365,000 shares of the Company's common stock, $.25 par
value (the "Shares"), pursuant to the Air T, Inc. Omnibus
Securities Award Plan, as amended (the "Plan"). We understand
that the Registration Statement is being filed with the
Securities and Exchange Commission and that this letter is to be
included as Exhibit 5.0 thereof.
We have examined the Plan, the Registration Statement, the
certificate of incorporation and the bylaws of the Company,
corporate proceedings relating to the authorization, issuance and
sale of the Shares and such other documents and records as we
have deemed necessary in order to enable us to render this
opinion.
Based upon the foregoing, and subject to the conditions set
forth below, we are of the opinion that:
1. The Company is a corporation duly organized and validly
existing under the laws of the State of Delaware; and
2. The Shares, when issued and sold by the Company
pursuant to the terms and conditions of the Plan, will be legally
issued, fully paid and non-assessable, and will represent validly
authorized and outstanding shares of the common stock of the
Company.
We hereby consent to the filing of a copy of this opinion as
an exhibit to the Registration Statement.
</page>
<PAGE>
Very truly yours,
ROBINSON,BRADSHAW & HINSON, P.A.
/s/ Stephen M. Lynch
Stephen M. Lynch
SML/mer
</page>
<PAGE>
Exhibit 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration
Statement of Air T, Inc. (formerly Air Transportation Holding
Company, Inc.) on Form S-8 of our report dated May 28, 1999,
appearing in and incorporated by reference in the Annual Report
on Form 10-K of Air Transportation Holding Co., Inc. and
subsidiaries for the year ended March 31, 1999.
/s/Deloitte & Touche LLP
Charlotte, North Carolina
May 16, 2000
</page>
<PAGE>
Exhibit 24.1
POWER OF ATTORNEY
THE UNDERSIGNED director of Air Transportation Holding
Company, Inc. (the "Company") hereby appoints J. Hugh Bingham,
Walter Clark and John J. Gioffre, and each of them singly, as the
undersigned's lawful agent and attorney-in-fact, with full power
of substitution and resubstitution, for and on behalf and in the
name of the undersigned, to execute and file with the Securities
and Exchange Commission (the "Commission") a registration
statement on Form S-8 pursuant to the Securities Act of 1933, as
amended (the "Act"), for the purpose of registering shares of the
Company's common stock to be issued the Company's 1998 Omnibus
Securities Award Plan, as amended from time to time, (the
"Plan"), and any and all amendments, including post-effective
amendments, and exhibits to such registration statement, and any
and all applications or other documents to be filed with the
Commission or elsewhere pertaining to such registration statement
or amendments, with full power and authority to take or cause to
be taken all other actions that in the judgment of such person
may be necessary or appropriate to effect the registration under
the Act of the shares of the Company's common stock offered or to
be offered pursuant to the Plan.
EXECUTED on the 21st day of June, 1999.
/s/ Claude S. Abernethy
Claude S. Abernethy, Jr.
</page>
<PAGE>
Exhibit 24.2
POWER OF ATTORNEY
THE UNDERSIGNED director of Air Transportation Holding
Company, Inc. (the "Company") hereby appoints J. Hugh Bingham,
Walter Clark and John J. Gioffre, and each of them singly, as the
undersigned's lawful agent and attorney-in-fact, with full power
of substitution and resubstitution, for and on behalf and in the
name of the undersigned, to execute and file with the Securities
and Exchange Commission (the "Commission") a registration
statement on Form S-8 pursuant to the Securities Act of 1933, as
amended (the "Act"), for the purpose of registering shares of the
Company's common stock to be issued the Company's 1998 Omnibus
Securities Award Plan, as amended from time to time, (the
"Plan"), and any and all amendments, including post-effective
amendments, and exhibits to such registration statement, and any
and all applications or other documents to be filed with the
Commission or elsewhere pertaining to such registration statement
or amendments, with full power and authority to take or cause to
be taken all other actions that in the judgment of such person
may be necessary or appropriate to effect the registration under
the Act of the shares of the Company's common stock offered or to
be offered pursuant to the Plan.
EXECUTED on the 21st day of June, 1999.
/s/ J. Hugh Bingham
J. Hugh Bingham
</page>
<PAGE>
Exhibit 24.3
POWER OF ATTORNEY
THE UNDERSIGNED director of Air Transportation Holding
Company, Inc. (the "Company") hereby appoints J. Hugh Bingham,
Walter Clark and John J. Gioffre, and each of them singly, as the
undersigned's lawful agent and attorney-in-fact, with full power
of substitution and resubstitution, for and on behalf and in the
name of the undersigned, to execute and file with the Securities
and Exchange Commission (the "Commission") a registration
statement on Form S-8 pursuant to the Securities Act of 1933, as
amended (the "Act"), for the purpose of registering shares of the
Company's common stock to be issued the Company's 1998 Omnibus
Securities Award Plan, as amended from time to time, (the
"Plan"), and any and all amendments, including post-effective
amendments, and exhibits to such registration statement, and any
and all applications or other documents to be filed with the
Commission or elsewhere pertaining to such registration statement
or amendments, with full power and authority to take or cause to
be taken all other actions that in the judgment of such person
may be necessary or appropriate to effect the registration under
the Act of the shares of the Company's common stock offered or to
be offered pursuant to the Plan.
EXECUTED on the 21st day of June, 1999.
/s/ Allison T. Clark
Allison T. Clark
</page>
<PAGE>
Exhibit 24.4
POWER OF ATTORNEY
THE UNDERSIGNED director of Air Transportation Holding
Company, Inc. (the "Company") hereby appoints J. Hugh Bingham,
Walter Clark and John J. Gioffre, and each of them singly, as the
undersigned's lawful agent and attorney-in-fact, with full power
of substitution and resubstitution, for and on behalf and in the
name of the undersigned, to execute and file with the Securities
and Exchange Commission (the "Commission") a registration
statement on Form S-8 pursuant to the Securities Act of 1933, as
amended (the "Act"), for the purpose of registering shares of the
Company's common stock to be issued the Company's 1998 Omnibus
Securities Award Plan, as amended from time to time, (the
"Plan"), and any and all amendments, including post-effective
amendments, and exhibits to such registration statement, and any
and all applications or other documents to be filed with the
Commission or elsewhere pertaining to such registration statement
or amendments, with full power and authority to take or cause to
be taken all other actions that in the judgment of such person
may be necessary or appropriate to effect the registration under
the Act of the shares of the Company's common stock offered or to
be offered pursuant to the Plan.
EXECUTED on the 21st day of June, 1999.
/s/ Walter Clark
Walter Clark
</page>
<PAGE>
Exhibit 24.5
POWER OF ATTORNEY
THE UNDERSIGNED director of Air Transportation Holding
Company, Inc. (the "Company") hereby appoints J. Hugh Bingham,
Walter Clark and John J. Gioffre, and each of them singly, as the
undersigned's lawful agent and attorney-in-fact, with full power
of substitution and resubstitution, for and on behalf and in the
name of the undersigned, to execute and file with the Securities
and Exchange Commission (the "Commission") a registration
statement on Form S-8 pursuant to the Securities Act of 1933, as
amended (the "Act"), for the purpose of registering shares of the
Company's common stock to be issued the Company's 1998 Omnibus
Securities Award Plan, as amended from time to time, (the
"Plan"), and any and all amendments, including post-effective
amendments, and exhibits to such registration statement, and any
and all applications or other documents to be filed with the
Commission or elsewhere pertaining to such registration statement
or amendments, with full power and authority to take or cause to
be taken all other actions that in the judgment of such person
may be necessary or appropriate to effect the registration under
the Act of the shares of the Company's common stock offered or to
be offered pursuant to the Plan.
EXECUTED on the 21st day of June, 1999.
/s/ Sam Chesnutt
Sam Chesnutt
</page>
<PAGE>
Exhibit 24.6
POWER OF ATTORNEY
THE UNDERSIGNED director of Air Transportation Holding
Company, Inc. (the "Company") hereby appoints J. Hugh Bingham,
Walter Clark and John J. Gioffre, and each of them singly, as the
undersigned's lawful agent and attorney-in-fact, with full power
of substitution and resubstitution, for and on behalf and in the
name of the undersigned, to execute and file with the Securities
and Exchange Commission (the "Commission") a registration
statement on Form S-8 pursuant to the Securities Act of 1933, as
amended (the "Act"), for the purpose of registering shares of the
Company's common stock to be issued the Company's 1998 Omnibus
Securities Award Plan, as amended from time to time, (the
"Plan"), and any and all amendments, including post-effective
amendments, and exhibits to such registration statement, and any
and all applications or other documents to be filed with the
Commission or elsewhere pertaining to such registration statement
or amendments, with full power and authority to take or cause to
be taken all other actions that in the judgment of such person
may be necessary or appropriate to effect the registration under
the Act of the shares of the Company's common stock offered or to
be offered pursuant to the Plan.
EXECUTED on the 21st day of June, 1999.
/s/ John J. Gioffre
John J. Gioffre
</page>
<PAGE>
Exhibit 24.7
POWER OF ATTORNEY
THE UNDERSIGNED director of Air Transportation Holding
Company, Inc. (the "Company") hereby appoints J. Hugh Bingham,
Walter Clark and John J. Gioffre, and each of them singly, as the
undersigned's lawful agent and attorney-in-fact, with full power
of substitution and resubstitution, for and on behalf and in the
name of the undersigned, to execute and file with the Securities
and Exchange Commission (the "Commission") a registration
statement on Form S-8 pursuant to the Securities Act of 1933, as
amended (the "Act"), for the purpose of registering shares of the
Company's common stock to be issued the Company's 1998 Omnibus
Securities Award Plan, as amended from time to time, (the
"Plan"), and any and all amendments, including post-effective
amendments, and exhibits to such registration statement, and any
and all applications or other documents to be filed with the
Commission or elsewhere pertaining to such registration statement
or amendments, with full power and authority to take or cause to
be taken all other actions that in the judgment of such person
may be necessary or appropriate to effect the registration under
the Act of the shares of the Company's common stock offered or to
be offered pursuant to the Plan.
EXECUTED on the 21st day of June, 1999.
/s/ J. Leonard Martin
J. Leonard Martin
</page>
<PAGE>
Exhibit 24.8
POWER OF ATTORNEY
THE UNDERSIGNED director of Air Transportation Holding
Company, Inc. (the "Company") hereby appoints J. Hugh Bingham,
Walter Clark and John J. Gioffre, and each of them singly, as the
undersigned's lawful agent and attorney-in-fact, with full power
of substitution and resubstitution, for and on behalf and in the
name of the undersigned, to execute and file with the Securities
and Exchange Commission (the "Commission") a registration
statement on Form S-8 pursuant to the Securities Act of 1933, as
amended (the "Act"), for the purpose of registering shares of the
Company's common stock to be issued the Company's 1998 Omnibus
Securities Award Plan, as amended from time to time, (the
"Plan"), and any and all amendments, including post-effective
amendments, and exhibits to such registration statement, and any
and all applications or other documents to be filed with the
Commission or elsewhere pertaining to such registration statement
or amendments, with full power and authority to take or cause to
be taken all other actions that in the judgment of such person
may be necessary or appropriate to effect the registration under
the Act of the shares of the Company's common stock offered or to
be offered pursuant to the Plan.
EXECUTED on the 21st day of June, 1999.
/s/ Herman A. Moore
Herman A. Moore
</page>
<PAGE>
Exhibit 24.9
POWER OF ATTORNEY
THE UNDERSIGNED director of Air Transportation Holding
Company, Inc. (the "Company") hereby appoints J. Hugh Bingham,
Walter Clark and John J. Gioffre, and each of them singly, as the
undersigned's lawful agent and attorney-in-fact, with full power
of substitution and resubstitution, for and on behalf and in the
name of the undersigned, to execute and file with the Securities
and Exchange Commission (the "Commission") a registration
statement on Form S-8 pursuant to the Securities Act of 1933, as
amended (the "Act"), for the purpose of registering shares of the
Company's common stock to be issued the Company's 1998 Omnibus
Securities Award Plan, as amended from time to time, (the
"Plan"), and any and all amendments, including post-effective
amendments, and exhibits to such registration statement, and any
and all applications or other documents to be filed with the
Commission or elsewhere pertaining to such registration statement
or amendments, with full power and authority to take or cause to
be taken all other actions that in the judgment of such person
may be necessary or appropriate to effect the registration under
the Act of the shares of the Company's common stock offered or to
be offered pursuant to the Plan.
EXECUTED on the 30th day of June, 1999.
/s/ George C. Prill
George C. Prill
</page>
<PAGE>
Exhibit 24.10
POWER OF ATTORNEY
THE UNDERSIGNED director of Air Transportation Holding
Company, Inc. (the "Company") hereby appoints J. Hugh Bingham,
Walter Clark and John J. Gioffre, and each of them singly, as the
undersigned's lawful agent and attorney-in-fact, with full power
of substitution and resubstitution, for and on behalf and in the
name of the undersigned, to execute and file with the Securities
and Exchange Commission (the "Commission") a registration
statement on Form S-8 pursuant to the Securities Act of 1933, as
amended (the "Act"), for the purpose of registering shares of the
Company's common stock to be issued the Company's 1998 Omnibus
Securities Award Plan, as amended from time to time, (the
"Plan"), and any and all amendments, including post-effective
amendments, and exhibits to such registration statement, and any
and all applications or other documents to be filed with the
Commission or elsewhere pertaining to such registration statement
or amendments, with full power and authority to take or cause to
be taken all other actions that in the judgment of such person
may be necessary or appropriate to effect the registration under
the Act of the shares of the Company's common stock offered or to
be offered pursuant to the Plan.
EXECUTED on the 21st day of June, 1999.
/s/ William H. Simpson
William H. Simpson
</page>
