SecProbe.io

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>upload.txt
<DESCRIPTION>ITEM 4.01, FORM 8- K - COMMENT ISSUED 11/19/2004
<TEXT>

November 19, 2004
Mail Stop 0305

Via U.S. Mail and facsimile (828) 695-8682
Mr. John J. Gioffre
Air T, Inc.
3524 Airport Road
Maiden, NC  28650

	Re:	Form 8-K filed November 17, 2004
File No.: 0-11720

Dear Mr. Gioffre:

We have reviewed your filing and have the following comments.  Where
indicated, we think you should revise your document in response to
this comment.

	Please understand that the purpose of our review process is to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.  We
look forward to working with you in these respects.  We welcome any
questions you may have about our comment or on any other aspect of our
review.  Feel free to call us at the telephone numbers listed at the
end of this letter.

1. Please revise the Form to state whether the former accountant
resigned, declined to stand for re-election or was dismissed, and the
specific date, as required by Item 304(a)(1)(i) of Regulation S-K.  It
is not sufficient to state that the company "decided to no longer
engage" the accountant, as that wording is unclear to a reader.

Other

2. We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to be
certain that they have provided all information investors require.
Since the company and its management are in possession of all facts
relating to a company`s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.

In connection with responding to our comment, please provide, in
writing, a statement from the company acknowledging that

* the company is responsible for the adequacy and accuracy of the
disclosure in the filings;
* staff comments or changes to disclosure in response to staff
comments in the filings reviewed by the staff do not foreclose the
Commission from taking any action with respect to the filing; and
* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

In addition, please be advised that the Division of Enforcement has
access to all information you provide to the staff of the Division of
Corporation Finance in our review of your filing or in response to our
comments on your filing.

We welcome any questions you may have about our comments or on any
other aspect of our review.  You may contact me at 202-942-1785, or in
my absence, Robert Benton at 202-942-1811.

Sincerely,

								Theresa A. Messinese, CPA
Staff Accountant
Mr. John J. Gioffre
Air T, Inc.
November 19, 2004
Page 2

</TEXT>
</DOCUMENT>