SECURITIES AND EXCHANGE COMMISSION
                      Washington, DC 20549

                            FORM 8-K

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

 Date of Report (Date of earliest event reported)  September 1,
                              2004


                           AIR T, INC.
     (Exact Name of Registrant as Specified in its Charter)


             Delaware                  0-11720                52-1206400
(State or Other Jurisdiction   (Commission File Number)   (I.R.S. Employer
     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)

                         Not Applicable
  (Former name or former address, if changed from last report)

      Check  the appropriate box below if the Form 8-K filing  is
intended to simultaneously satisfy the filing obligation  of  the
registrant  under  any of the following provisions  (see  General
Instruction A.2. below):

          Written  communication pursuant to Rule 425 under  the
          Securities Act (17 CFR 230.425)

          Soliciting material pursuant to Rule 14a-12  under  the
          Exchange Act (17 CFR 240.14a-12)

          Pre-commencement communications pursuant to  Rule  14d-
          2(b) under the Exchange Act (17 CFR 240.14d-2(b))
     
          Pre-commencement communications pursuant to  Rule  13e-
          4(c) under the Exchange Act (17 CFR 240.13e-4c))



Item 1.01.  Entry into a Material Definitive Agreement

     On September 1, 2004, Air T, Inc. (the "Company") signed a
promissory note amending its $7,000,000 secured long-term
revolving credit line to extend its expiration date to August 31,
2006.  In order to more closely match the credit line's limits to
the Company's financing needs in light of its current cash
balances, the Company agreed to reduce the credit line's limit to
$3,500,000 from September 1, 2004 to December 31, 2004.  A copy
of the September 1, 2004 promissory note is attached hereto as
Exhibit 10.1 and incorporated herein by reference.  The
description of the promissory note contained herein is qualified
in its entirety by the terms of the promissory note incorporated
herein by reference.

Item 9.01.     Financial Statements and Exhibits.

                 
     (c)  Exhibits
     
          Exhibit 10.1   Promissory  note  dated   as   of
                         September 1, 2004 of the Company and its
                         subsidiaries in favor of Bank of America
                         N.A. .
                         



SIGNATURE

      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: October 25, 2004

                          AIR T, INC.


                              By: /s/ John J. Gioffre
                                      John   J.   Gioffre,   Vice
                                      President-Finance and Secretary






                          Exhibit Index
                                

Exhibit                    Description
                                
Exhibit 10.1  Promissory note dated as of September 1, 2004
              of the Company and its subsidiaries in favor
              of Bank of America N.A.