Washington, DC 20549

                              FORM 8-K


     Pursuant to Section 13 or 15(d) of the Securities Exchange Act
of 1934

     Date of Report (Date of earliest event reported) January 12,

                              AIR T, INC.

     (Exact Name of Registrant as Specified in its Charter)

            Delaware                      0-11720          52-

     (State or Other Jurisdiction  (Commission File Number) I.R.S.

           of Incorporation)
Identification No.)

     3524 Airport Road

     Maiden, North Carolina 28650

     (Address of Principal Executive Offices)

     (Zip Code)

     (704) 377-2109

     (Registrant's Telephone Number, Including Area Code)

     Item 5.   Other Events.

     On January 12, 2004, the Registrant issued a press release
announcing the resignation of J. Hugh Bingham, as an officer and
director of the Registrant.  Mr. Bingham formerly served as
President and Chief Operating Officer of the Registrant.  The press
release is attached to this Form 8-K as Exhibit 99.1.


     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 hereunto duly authorized.

     Date: January 12, 2004

          AIR T, INC.

          By:  ____________________

               John J. Gioffre, Secretary

     Exhibit Index



     Exhibit 99.1

     Press release dated January 12, 2004

     Exhibit 99.1

     Press Release

               January 12, 2004

               Contact:  John Gioffre

               Chief Financial Officer

               3524 Airport Road

               Maiden, NC  28065

               (828) 464-8741 Ext. 215


     MAIDEN, NC - Air T, Inc. (AirT) (NASDAQ: AIRT) today reported
that J. Hugh Bingham has decided to resign as an officer and
director of AirT.  Mr. Bingham formerly served as President and
Chief Operating Officer of AirT.

     In recognition of his service, AirT will pay Mr. Bingham
$300,000 over the next year.  In return, Mr. Bingham has
relinquished his retirement and other contractual benefits.

     Mr. Bingham had served for many years as Chief Executive
Officer of AirT's former Mountain Aircraft Services subsidiary.
Substantially all  oof the assets of this subsidiary were sold by
the Company in August of 2003.

     Walter Clark, Chairman of the Board and Chief Executive Officer
of AirT, noted that Mr. Bingham's service with Air T dates back over
20 years.   Mr. Clark stated that "Hugh was a long-time friend and
business associate of my father, David Clark, and was instrumental
in building the company.  We wish him great success as he moves on
to other pursuits."

     The Company also agreed with Mr. Bingham to buy back his
118,480 shares of Air T common stock (representing 4.3% of the
outstanding common stock) for a price of $4.5432 per share (80% of
the January 5, 2004 closing price of $5.679 on the NASDAQ SmallCap
Market).  The redemption will occur in three stages, with one-third
of the stock being redeemed on each of January 12, 2004, the week of
July 5, 2004 and the week of January 3, 2005.

     AirT, through its subsidiaries, provides overnight air freight
service to the express delivery industry and manufactures and
services aviation and other specialized equipment.  AirT is one of
the largest small aircraft air cargo operators in the United States
and currently operates a fleet of single and twin engine turbo-prop
aircraft nightly in the eastern half of the United States and
Canada, South America, Puerto Rico and the Virgin Islands.

     Statements in this press release, which contain more than
historical information, may be considered forward-looking statements
(as such term is defined in the Private Securities Litigation Reform
Act of 1995) which are subject to risks and uncertainties.  Actual
results may differ materially from those expressed in the forward-
looking statements because of important potential risks and
uncertainties, including but not limited to the effects of economic,
competitive and market conditions in the aviation industry, the
continuing impact of terrorist activities and threats, market
acceptance of new products and services and changes in government
regulations, weather or technology.  A forward-looking statement is
neither a prediction nor a guarantee of future events or
circumstances, and those future events or circumstances may not
occur.  We are under no obligation, and we expressly disclaim any
obligation, to update or alter any forward-looking statements,
whether as a result of new information, future events or otherwise.