UNITED STATES
               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549

                          SCHEDULE 13D

            Under the Securities Exchange Act of 1934


                           Air T, Inc.
                        (Name of Issuer)

             Common Stock, $.25 par value per share
                 (Title of Class of Securities)


                            009224304
                         (CUSIP Number)


                          Walter Clark
                        3524 Airport Road
                  Maiden, North Carolina 28650
          (Name, Address and Telephone Number of Person
        Authorized to Receive Notices and Communications)


                         April 18, 1997
     (Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule
13G  to  report  the  acquisition which is the  subject  of  this
Schedule  13D, and is filing this schedule because of  Rule  13d-
1(e), 13d-1(f) or 13d-1(g), check the following box.  X















                          SCHEDULE 13D

CUSIP NO. 009224304                                              Page 2

1.   NAME OF REPORTING PERSON
     S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
       Estate of David Clark

2    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*    (a)

                                                          (b)

3    SEC USE ONLY


4    SOURCE OF FUNDS*
       00

5    CHECK  BOXF  DISCLOSURE  OF LEGAL  PROCEEDINGS  IS  REQUIRED
     PURSUANT TO ITEMS 2(d) or 2(3)

6    CITZENSHIP OR PLACE OF ORGANIZATION
       United States

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH    7    SOLE VOTING POWER
                      0

               8    SHARED VOTING POWER
                      1,171,072

               9    SOLE DISPOSITIVE POWER
                      0

              10    SHARED DISPOSITIVE POWER
                      1,171,072

11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
       1,171,072

12   CHECK  BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
     CERTAIN SHARES*


13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
       43.6%

14   TYPE OF REPORTING PERSON*
       OO



                          SCHEDULE 13D

CUSIP NO. 009224304               Page 3

1.   NAME OF REPORTING PERSON
     S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
       Walter Clark

2    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*    (a)

                                                          (b)

3    SEC USE ONLY


4    SOURCE OF FUNDS*
       00,PF

5    CHECK  BOXF  DISCLOSURE  OF LEGAL  PROCEEDINGS  IS  REQUIRED
     PURSUANT TO ITEMS 2(d) or 2(3)

6    CITZENSHIP OR PLACE OF ORGANIZATION
       United States

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH    7    SOLE VOTING POWER
                      87,922

               8    SHARED VOTING POWER
                      1,171,072

               9    SOLE DISPOSITIVE POWER
                      87,922

              10    SHARED DISPOSITIVE POWER
                      1,171,072

11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
       1,258,994

12   CHECK  BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
     CERTAIN SHARES*


13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
       46.0%

14   TYPE OF REPORTING PERSON*
       IN




                          SCHEDULE 13D

CUSIP NO. 009224304               Page 4

1.   NAME OF REPORTING PERSON
     S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
       Caroline Clark

2    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*    (a)

                                                          (b)

3    SEC USE ONLY


4    SOURCE OF FUNDS*
       00

5    CHECK  BOXF  DISCLOSURE  OF LEGAL  PROCEEDINGS  IS  REQUIRED
     PURSUANT TO ITEMS 2(d) or 2(3)

6    CITZENSHIP OR PLACE OF ORGANIZATION
       United States

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH    7    SOLE VOTING POWER
                      3,222

               8    SHARED VOTING POWER
                      1,171,072

               9    SOLE DISPOSITIVE POWER
                      3,222

              10    SHARED DISPOSITIVE POWER
                      1,171,072

11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
       1,174,294

12   CHECK  BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
     CERTAIN SHARES*


13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
       43.7%

14   TYPE OF REPORTING PERSON*
       IN







Item 1.  Security and Issuer.

     This  statement on Schedule 13D (this "Statement") is  filed
with  respect to shares of Common Stock, $.25 par value per share
("Common  Stock"),  of Air T, Inc., a Delaware  corporation  (the
"Issuer").  The address of the principal executive offices of the
Issuer is 3524 Airport Road, Maiden, North Carolina 28650.

Item 2.  Identity and Background.

     (a)  This  Statement is being filed by the Estate  of  David
Clark (the "Estate") and Walter Clark and Caroline Clark, who are
the   executors  of  the  Estate  (collectively,  the  "Reporting
Persons").

     (b)  - (c) David Clark, the former Chairman of the Board and
Chief  Executive Officer of the Company, died on April 18,  1997.
His  will  named Walter Clark and Caroline Clark as the executors
of  the  Estate.  Walter Clark is the Chairman of the  Board  and
Chief  Executive  Officer of the Issuer and his business  address
and  the principal business address of the Issuer is 3524 Airport
Road,  Maiden,  North  Carolina  28650.   Caroline  Clark  is  an
independent business woman and her address is 214 South Ingleside
Farm Road, Iron Station, North Carolina 28080.

     (d)  -  (e) During the last five years, neither Walter Clark
nor   Caroline  Clark  has  not  been  convicted  in  a  criminal
proceeding    (excluding   traffic   violations    and    similar
misdemeanors). Neither of the Reporting Persons has been a  party
to  a  civil proceeding of a judicial or administrative  body  of
competent jurisdiction and as a result of such proceeding was  or
is  subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to,
federal  or state securities laws or finding any violations  with
respect to such laws.

     (f) Each of Walter Clark and Caroline Clark is a citizen  of
the United States.

Item 3.  Source and Amount of Funds or Other Consideration.

     The Estate acquired for no consideration the shares of the
Common Stock reported herein as beneficially owned by it.  Walter
Clark and Caroline Clark, as the executors of the Estate, are
deemed to beneficially own the shares of Common Stock held by the
Estate.  Walter Clark has also acquired 8,700 shares of Common
Stock in market transactions with personal funds.  Each of Walter
Clark and Caroline Clark received 2,222 shares of Common Stock as
gifts from David Clark prior to his death and 27,000 shares of
Common Stock upon distributions from the Estate as beneficiaries
thereof.  In addition, Walter Clark is deemed to beneficially own
50,000 shares of Common Stock pursuant to Common Stock purchase
options awarded to him by the Issuer in connection with his
employment with the Issuer.

Item 4.  Purpose of Transaction.

     The  Reporting Persons acquired beneficial ownership of  the
shares of Common Stock held by David Clark upon his death,  which
ownership by David Clark had been previously reported on Schedule
13D, with the most recent amendment thereto being dated March 14,
1997.

     The  Estate has no intention of acquiring additional  shares
of  Common  Stock  and plans to dispose of the shares  of  Common
Stock it owns by sale or distribution to the beneficiaries of the
Estate.   As discussed in Item 6, the Estate has pledged  certain
shares  of  Common  Stock to creditors of the  Estate  to  secure
certain  obligations of the Estate.  The Estate may seek to  sell
such  pledged  shares to fund the payment of  these  obligations.
The  timing  of  any such sales will depend on  several  factors,
including  the prevailing market prices of shares of  the  Common
Stock  on  the  Nasdaq Small Cap Market which recently  increased
dramatically.

     Each  of  Walter  Clark and Caroline Clark  may  dispose  of
shares  of  Common Stock held by each of them  at  times  and  in
amounts as each deems appropriate.  Such decisions to dispose  of
shares  will be influenced by a number of factors, including  the
prevailing  market prices of shares of the Common  Stock  on  the
Nasdaq  Small Cap Market.  In addition, each of Walter Clark  and
Caroline Clark may from time to time acquire additional shares of
Common  Stock  in amounts and at times deemed appropriate.   Such
transactions   may   include  market  or   privately   negotiated
purchases,  exercises of stock options, distributions  of  shares
from  the  Estate  to each of them as beneficiaries  thereof  and
other transactions.

     In  addition,  as  the  Chairman  of  the  Board  and  Chief
Executive  Officer of the Issuer, Walter Clark may from  time  to
time   consider   and  propose  plans  and  proposals   regarding
extraordinary  corporate transactions, material  changes  to  the
Issuer's business and other material changes to the Issuer.

Item 5.  Interest in Securities of the Issuer.

     (a)   Each  of  the  Reporting  Persons  may  be  deemed  to
beneficially own the 1,171,072 shares of Common Stock held by the
Estate.   On  the  basis  of 2,686,825  shares  of  Common  Stock
outstanding  on May 20, 2004 (as reported in the Issuer's  Annual
Report  on  Form  10-K for the year ended March  31,  2004),  the
1,171,072  shares  of Common Stock held by the Estate  constitute
43.6%  of the outstanding shares of Common Stock.  Caroline Clark
may  be deemed to own 1,174,294 shares of Common Stock, or  43.7%
of  the outstanding shares of Common Stock.  Walter Clark may  be
deemed  to own 1,258,994 shares of Common Stock, or 46.0% of  the
outstanding  shares of Common Stock (including shares  of  Common
Stock Walter Clark may acquire upon exercise of outstanding stock
options).

     (b)  The following table sets forth, with respect to each of
the  Filing  Persons the number of shares of Common Stock  as  to
which  such person has sole power to vote or to direct the  vote,
shared power to vote or to direct the vote, sole power to dispose
or  direct the disposition, or shared power to dispose or  direct
the disposition.








                               Sole        Shared      Sole Power  Shared Power
Reporting Person            Voting Power Voting Power  to Dispose  to Dispose
The Estate of  David Clark       0        1,171,072        0        1,171,072

Walter Clark                  87,922      1,171,072     87,922      1,171,072

Caroline Clark                 3,222      1,171,072      3,222      1,171,072


     (c)   On July 1, 2004, the Estate distributed 108,000 shares
of  Common Stock to the beneficiaries thereof, and each of Walter
Clark  and Caroline Clark received 27,000 shares of Common  Stock
in  such  distribution.   On July 7, 2004,  Caroline  Clark  sold
26,000 shares of Common Stock in a number of market transactions,
as follows.

                Number of Shares   Price Per
                       Sold          Share
                        65           $17.10
                        465           17.10
                        35            17.10
                        200           17.06
                        200           17.06
                        100           17.06
                        100           17.05
                        300           17.04
                        200           17.04
                        200           17.04
                        500           17.04
                        300           17.04
                        500           17.02
                        100           17.01
                        29            17.00
                        500           17.00
                        2,400         17.00
                        770           17.00
                        200           17.00
                        1,000         17.00
                        900           16.99
                        100           16.99
                        100           16.99
                        800           16.99
                        100           16.99
                        100           16.99
                        100           16.98
                        100           16.97
                        30            16.95
                        100           16.92
                        100           16.92
                        100           16.92
                        100           16.92
                        100           16.92
                        100           16.92
                        100           16.91
                        100           16.91
                        200           16.88
                        200           16.88
                        100           16.86
                        400           16.86
                        500           16.86
                        500           16.86
                        500           16.86
                        50            16.85
                        100           16.85
                        300           16.85
                        300           18.83
                        200           16.83
                        100           16.82
                        100           16.81
                        100           16.80
                        400           16.80
                        100           16.80
                        100           16.80
                        100           16.80
                        100           16.80
                        200           16.77
                        100           16.77
                        100           16.72
                        450           16.72
                        100           16.72
                        300           16.71
                        100           16.71
                        100           16.71
                        100           16.71
                        100           16.71
                        100           16.70
                        400           16.70
                        100           16.70
                        100           16.70
                        500           16.70
                        300           16.70
                        100           16.70
                        100           16.70
                        300           16.69
                        3,556         16.67
                        100           16.67
                        600           16.67
                        300           16.67
                        100           16.66
                        200           16.66
                        500           16.66
                        100           16.66
                        100           16.66
                        100           16.66
                        100           16.66
                        100           16.66
                        100           16.65
                        265           16.63
                        85            16.62
                        100           16.62
                        200           16.62
     Totals             26,000


     (d)   The  information  set  forth  in  Items  4  and  6  is
incorporated by reference herein.

     (e)  Not applicable.

Item 6.  Contracts, Arrangements, Understandings or Relationships
     with Respect to Securities of the Issuer.

     The Estate has pledged 433,500 shares of Common Stock to the
Internal Revenue Service to secure estate tax obligations of  the
Estate.   In addition, the Estate has pledged 690,720  shares  of
Common  Stock  to Peoples Bank to secure a loan obtained  by  the
Estate from that lender.

Item 7.  Material to be Filed as Exhibits.

     Not applicable.











                           SIGNATURES

     After reasonable inquiry and to the best of my knowledge and
belief,  I  certify  that  the  information  set  forth  in  this
Statement is true, complete and correct.



Date:  July 22, 2004             /s/ Walter Clark
                              Walter  Clark, individually and  as
                              Executor  of  the Estate  of  David
                              Clark


Date:  July 22, 2004             /s/ Caroline Clark
                              Caroline Clark, individually and as
                              Executor  of  the Estate  of  David
                              Clark