Bob Fornaro - Chairman, President and Chief Executive Officer Arne Haak - Senior Vice President of Finance, Treasurer, and Chief Financial Officer Kevin Healy - Senior Vice President Marketing and Planning Steven Rossum - Executive Vice President of Corporate Development Jason Bewley - Director of Corporate Finance

John Mack - Morgan Stanley Duane Pfennigwerth - Raymond James James Parker - Raymond James Jamie Baker - J.P. Morgan Kevin Crissey - UBS Gary Chase - Barclays Capital Helane Becker - Jesup & Lamont Bob McAdoo - Avondale Partners Mike Linenberg - Merrill Lynch Michael Derchin - FTN Equity Capital. Kim Zotter - Imperial Capital

Good day everyone and welcome to today’s AirTran Holdings first quarter earnings conference call. Today’s call is being recorded. At this time, I would like to turn the call over to Mr. Jason Bewley, Director of Corporate Finance. Please go ahead sir.

Good morning, everyone. I would like to thank you for joining us today to discuss our first quarter results. Joining me today is Bob Fornaro, our Chairman, Chief Executive Officer and President; Arne Haak, Chief Financial Officer, Senior Vice President of Finance, and Treasurer; Steve Rossum, Executive Vice President of Corporate Development; and Kevin Healy, Senior Vice President of Marketing and Planning. I’d like to remind you that this call will contain forward-looking statements. These comments are not historical facts and instead you should consider them as time sensitive forward-looking statements that are accurate only as of April 22nd, 2009. If you like additional information concerning factors that could cause our actual results to vary from those in the forward-looking statements, they can be found on our Form 10-K and other SEC filings of the company. We will also be discussing several non-GAAP financial measures that we believe are helpful in gaining and understanding of our operating performance to provide in a period to period comparison, excluding special items. A copy of today’s press release, our SEC filings and a reconciliation of these non-GAAP financial measures is available in Investor Relations section of the company’s website at www.airtran.com. Today, we will be discussing our first quarter results and our outlook for the remainder of 2009. At the end of the call there will be a brief question-and-answer session. Now, I would like to turn the call over to Bob.

Good morning everybody, and thanks Jason. Thanks for joining us today. We are very pleased to report our first quarter results. For the first quarter, we earned a net income of $28.7 million, which represents an all time first quarter record net income for the company. At times when businesses are facing tremendous economic headwinds, reporting profit alone is an accomplishment. Reporting all time quarterly records for load factor and profit are significant accomplishments that our company and our crew members should be proud of. While results were aided by a 47% year-over-year decline in fuel cost, fuel savings alone are not enough to produce these type of earnings. This is evident in the results of many other U.S. airlines this quarter. Our ability to post a profit today is really in our industry leading unit cost position and the many difficult decisions we made last year. During 2008, we completely restructured our growth profile with the sale deferral of 46 airplanes. We completed a series of financial transactions totaling $375 million, revamped our fuel hedge portfolio, closed underperforming cities and made significant changes in how we allocate our capacity across our network. We are one of the first airlines to react to the changing economic environment last year. We made some of the most dramatic moves to our business, and as a result we are among the first airlines to show signs of recovery. The operational team in the AirTran continued to deliver outstanding service levels, the kind of service that’s earned us consistent high rankings in the airline quality ratings. The study ranks 19 airlines and five performances attributes, on-time performance, baggage delivery, completion factor, denied boardings and customer complaints. With the second year in a row, we earned the highest quality ratings in 2008 for any major airline. All these accomplishments have required significant efforts by all members of the AirTran team. I’m also proud to say that as a result of our firm fleet plans for the year, we have issued recall notices to all our pilots and pilot heads over the last year. As a result of new city growth and natural attrition, we are also hiring new crew members in our operations in flight and maintenance groups, primarily in Milwaukee, Baltimore, Orlando and Atlanta. It is our combination of great products, hard working crew members and industry relating costs that enable us to provide value to our customers at a time when they are being more selective in how they spend their money. I’m very proud of our great crew members and of the financial and strategic decisions that we have made, we’ve only completed the first steps in what I believe will be a long recovery for our company and the industry. The economic challenges our industry faces are some of the largest that I have seen in my career, which includes the first Gulf War in 09/11. I believe that our industry face the long and slow recovery from the current downturn. However, with AirTran’s industry leading cost profile and nimble ‘can do’ mightset, we are well suited to this type of environment. I’d now like to turn over the call to Arne Haak, who will give you more detail on our financial performance.

Thanks Bob, and good morning everyone. As Bob just mentioned, we have reported record net income for the first quarter of $28.7 million or earnings of $0.21 per diluted share. Included in these results are unrealized gains on fuel derivative contracts and miscellaneous expenses not related to our current operations. Excluding these items, with net $2.4 million our earnings would be $0.20 per diluted share. During the first quarter we had $542 million in revenue, as our passenger unit revenues declined 7.6% year-over-year, primarily due to an 8.7% drop in passenger yields. Our total unit revenues were down only 2.1% year-over-year as our other revenues increased by $26 million due to a whole series of changes to how we price our ancillary customer services. Our capacity reduction of 7.2% year-over-year was due to operating four fewer aircrafts in the first quarter and slightly lower aircraft utilization this year. This capacity reduction help offset a 6% decline in our traffic as measured by revenue passenger mile. As a result, we experienced a record first quarter load factor of 76.3%. During the quarter, we saw the year-over-year in our total unit revenues deteriorate going from positive in January to negative in both February and March. On the cost side of the equation, our total operating cost decreased by 21.8% as a result of our capacity reductions and the decline in fuel prices during the quarter. Our productivity remained high as our full time equivalents for aircraft once again declined by over 2% to less than 58 FTEs per aircraft. Our adjusted non-fuel unit cost were up 6.8% which was better than the estimates we provided at the beginning of this quarter of about 8% to 9.5% despite de-icing expenses that were over $3 million higher than our plan. As of March 31 our unrestricted cash and investment balance was $389.6 million, up nearly $32 million over the balance a year ago. As of March 31 we also had approximately $26 million on deposit as collateral for outstanding derivative contracts. Our non-aircraft CapEx for the quarter was $1.5 million. During the first quarter of 2009 we also took several steps beyond our operating profit to continue to restore the financial help of AirTran. At the beginning of the year we have fuel hedges for approximately 9% of our consumption in 2009. During the first quarter we have added incremental hedges primarily in the form of purchase call options with production beginning at $60 a barrel in both 2009 and early 2010. As of today our combined hedge portfolio was now 32% in the second quarter, 49% in the third quarter, 54% in the fourth quarter and nearly 22% in the first quarter of 2010. In addition to the fuel hedges, we also added interest rate swaps during the first quarter to convert floating rate debt to fixed rate debt on 11 aircraft. Because the fixed underlying LIBOR rates remain depressed, the online interest interest rates for these aircraft are now locked in at no more than 4.5%. Finally, we have bought back nearly $30 million of our 7% convertible note at a significant discount to par. The majority of these purchases will be settled in the second quarter. These combined actions will reduce our overall debt and mute the potential impact of rising interest rates and significant increases in fuel prices. Our preplan for this year remains to reduce our annual capacity by 3% to 4%. We have four 737-700 aircraft to be result of the Boeing, two of which were delayed from December of 2008 as a result of the Boeing strike. We currently have an agreement and deposit to sell two of these aircrafts to one of our previous aircraft buyers and we continue to explore opportunity for two to four additional aircraft sales. At this point, it is uncertain whether the market for narrow body aircraft will support the type of economic returns that we require for these transactions. We do have committed financing for our remaining two aircrafts that are to be delivered this year and we have no new aircraft deliveries scheduled until the second quarter of 2011. Our capacity outlook by quarter assumes no additional aircraft sales and is down 7% in the second quarter, down 1% to 2% in the third quarter and flat to up 2% in the fourth quarter. Like many businesses today, we are seeing fewer customers and those who are choosing to buy are paying less. To the use the sales and promotions, we’ve been able to increase our load factors, particularly during peak travel period. We currently expect our load factors to be up in April year-over-year, but down year-over-year in both May and in June. We expect to see year-over-year declines in our average yield in all three months of the second quarter. As a result, we expect to see the year-over-year increase in total unit revenue in April due to the shift of the Easter holiday from March last year to April this year. We expect that the year-over-year change in our total RASM will likely be negative in May and in June. Based on our outlook today, we are expecting our total revenues per ASM to be down 2% to 4% year-over-year for the second quarter. Our non-fuel unit costs continue to be pressured in the second quarter as a result of the reduction in our fleet flies and the elimination of our growth. We have seen this trend since the fourth quarter in 2008 and we expect that the year-over-year growth in unit cost will likely be in the range of up 8.5% to 9.5% in the second quarter. The increase in the year-over-year non-fuel unit cost growth is due to increases in maintenance and aircraft costs. When combined with our first quarter results, our non-fuel unit cost remain on track with our initial projections at the beginning of the year of up 8% to 9.5% during the first half of the year. As we detailed back in January, the unit cost growth is in large part due to rising maintenance costs where we will see the number of 717 C checks go up nearly 80% year-over-year due to timing, and in the fourth quarter 2009 the last contractual step increase on our 717 engines will go into effect. Other areas of cost pressures are increased salary rates among crew members, pilot training expenses resulting from the changes to our fleet plan, increased airport charges and a larger percentage of leased aircraft. Despite recent fuel price increases, our outlook on fuel cost is still positive. Based on an average spot price of $52 for crude oil and $10 for our jet fuel refinery spreads in the second quarter, we expect our fuel cost per gallon to be between $1.75 and $1.80 all in inclusive of taxes, transportation and into-plane fees. While the underlying economic backdrop may be gloomy, the tailwinds provided by declining fuel prices and the host of ancillary revenue initiative are stronger than the revenue headwinds in the overall economy. Based on the outlook assumptions we have just shared, we expect to report a solid profit in the second quarter of this year. We are very pleased with the results the AirTran team has turned in for the first quarter of 2009. Our company faced a very demanding year in 2008. We made a lot of difficult decisions that helped reposition our airlines and now we are beginning to see the fruits of those efforts. The airline industry is facing unprecedented economic challenges in 2009. Our financial strategies of buying back debt, locking in low interest rates on our debt and hedging our fuel exposure signals our strong confidence in our profit expectations for this year. However, one good quarter does not mean that we can become complacent. Our strength of extremely low cost and high quality service are well suited for this current set of challenges. Our company was one of only two major airlines to be consistently profitable from 2002 to 2007, which was a recent period of uncertainty for our industry. Our focus this year remains to return to our record of consistent profitability and to continue to strengthen our balance sheet, primarily through profitability and reduced investments and growth. With that, I’d like to turn the call over for questions. Stacy?

(Operator Instructions) Your first question comes from John Mack - Morgan Stanley. John Mack - Morgan Stanley: Hi, this is actually John filling in for Bill. Just had a couple of quick questions here. Arne, I think if I got that correctly, I think you mentioned that total RASM is going to be up year-over-year in April, but I’m sort of surprised to see the total RASM guidance for the full quarter is still showing sort of a sequential deterioration. Can you just talk about what you are seeing in May and June versus March and if the core trend is deteriorating or stabilizing or your general view there?

I don’t think we’d say that it’s deteriorating. I think the big difference between the two quarters is that the improvements we saw in January and total RASM are bigger than the improvements we are seeing in April in terms of total RASM. Our advance bookings are roughly in line for the quarter, year-over-year but we are seeing yield pressures. I think the yield pressures that we have seen will continue and that’s what the underlying assumption for our RASM guidance. John Mack - Morgan Stanley: Just on ancillary revenue, that’s certainly been boosting the revenue trend pretty significantly this quarter for sure. Can you just talk about have you see ancillary revenues kind of developing throughout the year, if there are any kind of important times that we should be aware of when different fees came on and what other ancillary revenue initiatives if any you are currently considering?

John, this is Kevin Healy. Really not going to get into the specifics of the ancillary programs that we have, but we’ve made a number of changes over the last year or so and tweak the way that in some cases how we presented as well. So I think changes in the presentation and some potential new programs for competitive reasons, we won’t go into. The one thing that is clear that we learn is the consumers are accepting a new pay for services price structure. I think you see that in the numbers and you expect to see that going forward.

Your next question comes from Duane Pfennigwerth - Raymond James.

I’m wondering if you could comment on the take rates, specifically on your bags and what you think the contribution was in the quarter, and if any of that flows through the passenger revenue line? - Raymond James: I’m wondering if you could comment on the take rates, specifically on your bags and what you think the contribution was in the quarter, and if any of that flows through the passenger revenue line?

Hi Duane, this is Bob. Just briefly, in terms of really what breaking out the individual components of other revenues, for competitiveness it’s a pretty small company and quite frankly we don’t know our competition is and to know everything in our numbers, but clearly in terms of baggage, obviously it can certainly contribute to our numbers and we’ve seen at the same time some customers take fewer bags as we expected and that was anticipated. But, a number of our ancillary programs are in the passenger revenue lines, such as upgrades which is a very large program for us. It’s something we have been doing for a very, very long time and it’s probably our more significant ancillary program. In the other baggage fees, the reservation fees, the head fees and the like. Kevin, any thoughts?

I think that’s pretty much in terms of where we are at.

Then Arne, could you confirm for me that you had no gains from this debt repurchase in the March quarter? - Raymond James: Then Arne, could you confirm for me that you had no gains from this debt repurchase in the March quarter?

They were small. We broke it out in the table at the end of the press release. I think it was up $300,000, and that only exclude net to the $0.20 that’s included in new adjustments

And then regarding your tax rate, given your profitability improvement, when do you think you might have to show a tax rate on the P&L, even if your cash tax rate remains normal here? - Raymond James: And then regarding your tax rate, given your profitability improvement, when do you think you might have to show a tax rate on the P&L, even if your cash tax rate remains normal here?

I guess, the very short answer is not in the near future for us to start recording the tax in the P&L, we have to have earned exactly the amount of money we lost last year and that’s kind of goes to our first step in the long recovery. So, we have ways to go before paying taxes.

I think Jim may have a question. - Raymond James: I think Jim may have a question. James Parker – Raymond James: Good morning. I want to ask Bob. Bob, you’ve been in the industry for a while and want to ask you, it looks like currently having less capacity is a good idea, but just looking down the road, what conditions would need to exist to have AirTran actually add capacity, and when do you think the industry, what conditions need to exist for the industry to add back some capacity?

In the way you look at it, first off all we expect to have a good year and we expect to be profitable in every quarter, but having said that I would not be considering adding capacity this year because we have a weak revenue environment and we are waiting for it to turn. Our position is, we will rebuild the balance sheet and we start growing and taking airplanes that requires deposits and the like. So our priority is to strengthen the balance sheet. The key goal for us is to make sure we never get put into a position that we were in 2008 and that’s really what motivates us. I don’t think you are going to see much reason to see growth in 2010, and I think if you are going to see any growth in the industry is at least 18 months to two years off. That would be my guess, revenue environment is weak and so, this is the time when your folks are reallocating your assets and manage your expenses. Again that’s kind of an environment quite frankly it’s a pretty good environment for us. If you see a need to [spool up] the growth, I said that it would be secondary right now. It will have 3% or 4% growth in 2011, and from really where we stand, I can’t see any reason to increase that. James Parker – Raymond James: Bob, one another thing. Of course, Atlanta would appear to be your sweet spot and your route network but you’ve build up BWI and now you are building up Milwaukee and it looks like you are going to build up Orlando. What’s the relative profitability of those non-Atlanta concentrations of AirTran flights?

Orlando brought to a better round by stronger and the relative profitability is stronger in those routes. Orlando in particular it’s more region oriented and leisure markets have not been hit as hard in our opinion, at least in our world. Atlanta is much more business oriented and that’s we were seeing bigger yield degradation. All those entities are profitable and all will be strongly profitable this year. We’re looking at, again trying to develop a more balanced network. There are a lot of changes going on in the industry and we have the ability to move fast and reallocate. For us, whether we operate 250 flights in Atlanta or 220, still a large operation and quite frankly, focusing on that exact number of flights is not really that important and it’s really of secondary importance. So, I think its there is some good opportunities out there to be opportunistic. We just announced a few new cities to Orlando because they are all going to be 717 flights. 717 are ideally suited to develop a route like [Aerotel] or Knoxville and so again responding those opportunities, and quite frankly we see probably our biggest opportunity in Milwaukee. We’re having a very, very strong winter; we had to double our capacity in the marketplace this summer. I think the timing is right for us to finally gain a foothold in the Midwest.

Your next question from Jamie Baker - J.P. Morgan Jamie Baker – J.P. Morgan: Another question on the ancillary topic. Just trying to clarify, so does every thing other than day fair show up in the other category? For example, if I buy a ticket on the website, but pay for the winter fee at the time of the booking, is it segregated out or does that flow through to the passenger revenue line?

Jamie, everything but the seat fees is on passenger revenue and the business class upgrades go into passenger revenue. Those are two big ones that are going to passenger, everything else as another. Jamie Baker – J.P. Morgan: And with JetBlue having decided to now participate in the APA monthly yield report, any potential change in probably the AirTran?

I think, not likely. We’ve considered it, I think the concern is that this industry has a habit of being very self destructive by sharing too much information with your competition, and I think that’s the thing that we are focused on. So we may in the future right now we decided not to.

Your next question comes from Kevin Crissey - UBS. Kevin Crissey – UBS: Could we talk about the way you view Legen. You mentioned couple of the markets that I think you are now flying up against Legen. How do you view them as a competitor and so forth?

It’s Kevin. We are looking at really is our position in Orlando and it’s really not a new strategy so much as an extension of something that we’ve been doing for quite sometime. We are the lowest cost producer with a very good product. This summer we will be flying to 36 destinations from Orlando, more than 60 flights a day. For Orlando, it really has been something that we’ve been building for a number of years and we are the second largest carrier here. We feel pretty good about what we can do in our position working with other travel companies in this region. Kevin Crissey – UBS: So, I take you from that it’s unrelated to AirTran that you have to go to those markets that --?

Its only related to Legen. I mean this AirTran strategy that we are continuing to expand upon. We compete with the number of airlines; we can be very successfully with deposits in a number of cities in delta and others. So we still we are in a position where with our cost structure we really can expand with what ever market we choose to go into.

Just to go a step further. For almost four or five years, we added 20 planes a year. Right now, again over the next 18 months, again we don’t have a whole series of airplanes to establish position. We needed bigger solutions when we are adding 20 planes a year, reallocating or re-optimizing our system right now, and again they give us an opportunity to really focus on really where our strengths are. We can be profitable on a city with one flight a day and we’ve got a great development of airplane. One thing Kevin did leave out, that we have really enhanced our position in the business community as well. So again our strategy in Orlando is not only a leisure strategy, it will become a much stronger business carrier out here as well. So, again the focus is really Orlando, our focus is on again our breadth in the city and again it gets more of a coincidence because we got 36 cities, some of them I understand, Legen is flying to, but we’ve got Atlantic City, we added St Louis a couple of years ago and Kansas City, so we have been doing this over a long period of time. Kevin Crissey – UBS: And what percentage of Orlando traffic then is kind of the leisure Disney versus other?

I think you’re always guessing on these numbers, but five or six years ago you probably say three quarters or 80% of the business was inbound and leisure and that’s changed, our percentage now for originating business is got to be at least a third or more, which is also ultimately improving our yields in this city and ultimately making it more profitable. Again, now and again we have breadth in service and I guess for us being headquartered here, we stopped treating Orlando as a destination and began to focus on as origination city and it helped us quite a bit.

Your next question comes form Gary Chase - Barclays Capital. Gary Chase - Barclays Capital: I understand in answer to another question you had said regarding future growth that you really weren’t looking at much until we hit 2011. I wondered if you could flush that out a little bit, obviously the results for the first quarter is not your best and based on what you have reported here looks like you are headed for a good year. I obviously understand there is a lot of uncertainty our there, but normally you would think you might want to be back with a little bit of growth and I’m curious for the thought process around that and wondering if maybe the lesson learned was that a lot of the return you are getting and a lot of the reason the earnings are up is a function of the fact that the growth was just so dilutive that you’re really seeing the reversal of that process but obviously the industry trend is very different than what you are experiencing?

Gary, it’s a very good point. We’ve entered the five consecutive years of 20% growth. Yes, we entered 2008 at double-digit around 10% to 12% and that proved to be way too much because the domestic economy again weakened first, and again oil was going up that alley and we got hit hard than any carrier. Carriers who had diversified networks in 2008 had to benefit for six more months of very strong traffic in revenues and again, we restructured it again, we got about 12% growth rates in August and negative eight in September. So, as we think of that growth, we had a strong fourth quarter $55 million operating profit which largely went overlooked, we are not surprised, is that a too strong quarter in a row, but it’s still too early to talk about growing. Right now we are going to think about deposits. Over the past four or five years, airlines have been able to finance PDPs and that’s more difficult, what are we going to pay out due to interest rates. Arne mentions we financed previous airplanes 4.5% to 5%, what will the finance rates on the airplanes be in 2011, 2012? Recent indications, it could be 10%. So you have to think about the cost of ownership, and we are really focused on that. We are very, very focused on again rebuilding our balance sheet and managing the inflows and outflows and again, our key focus is we’re well diversified but the balance sheet is going to be strengthened. Maybe three or four months in there, may be we’ll feel a little bit differently if the revenue environment improves, but right now AirTran will do very well over the next two years if there is no revenue improvement and we are at a pretty good position right now, it’s a lot like the kind of post-09/11 period where a number of carriers struggled and some of them once went forward and created a lot of opportunities for us. This is by now is a cost based environment, ideally suited for us right now. I think we have time to evaluate growth in the future, it maybe possible that your cheap airplanes come on the market be a leasing companies, but I think it’s really too early to begin to focus on again growth let’s say in 2010. Gary Chase - Barclays Capital: But it sounds like Bob, it goes beyond that. I mean, let’s just say magically cheap airplanes were to become available or you could somehow solved financing issues. It sounds like the answer to this goes deeper than that, is that fair or you really think it’s sort of the right thing for AirTran to not be in growth mode?

I think it’s the right thing for AirTran certainly in 2009, without a doubt. There has been a lot of conversation about the industry is that a bottom or not. I think anybody knows, but we do like is weak economy means weak commodity prices and again that’s a very good position for us to be in. Again we always have an opportunity to again evaluate opportunities and I think again if numbers continue as we expect, we have opportunities to debate the growth, but again right now our goal is to earn our way out of the losses that we had in 2008.

Your next question comes from Helane Becker - Jesup & Lamont. Helane Becker – Jesup & Lamont: So Bob, just on the comments that you’re making with respect to business, I think that over the last couple of weeks we’ve seen some other airlines trying to actually raise fares and I’m just wondering what you think that they are seeing that would cause them to what to do that if you are right in thinking the revenue environment really hasn’t shown signs of improvement?

Well, if they are reading some of the comments by four or five carriers, quite frankly I think the message is really quite mixed. But at the same time we don’t have to raise fares. Right now we like to see it a little bit few more sales, but right now the underlying fare structure is very, very, very strong, and it’s going to produce very, very good result. So I don’t necessarily believe that the carriers are seeing a lot of strength quite frankly again I think it’s really kind of the game of interest here. This is not really an environment where you really want to go out and play a different game. This environment is ideally suited for AirTran and in the weak revenue environment, weak commodity environment. If this continues for quite a while we are very, very strong position and so again right now we are focused on fare increases that’s a very, very low priority for us. Helane Becker – Jesup & Lamont: And then just in terms of markets, there this whole this with Cuba that’s kind of coming up and it looks like at some point maybe in this administration there will be free travel to that market. That’s not the right word, but is this fair a market you guys would consider, do you have aircraft that could do that or do you have to have modifications to your aircraft?

Helane, this is Kevin. We are actually have in the past operated charges into Nevada from Miami with certified tour operators, and are having discussions going forward and certainly are looking at what opportunities maybe there should the rule change.

I’d just say it would be my guess that is probably four or five airlines that would like to enter the Nevada market and perhaps other markets down there when the time comes. I don’t think there will be any lack of service initiatives. So I think there is going to be a lot of interest. Helane Becker – Jesup & Lamont: And then just one last question, I think you said or maybe Arne said, you are recalling some fair load employees. So there are two unrelated questions actually as we look a head to the model. On the one hand, you are reducing capacity, so we would think that kind of salaries, wages and benefits would come down, but on the other hand you are recalling some people. So how should we think about that? And then also another mundane modeling question. With the aircraft profile, how should we think about the maintenance because typically when you are taking new aircraft you get this huge lower unit cost per seat maintenance benefit that may start to dissipate with the fleet profile changing? So maybe Arne could talk to that.

I let Arne answer the maintenance question. Let me mentioned to you the issue of the recalls. When we announced our restructuring plan, at that time oil was still about $120 a barrel and maybe even slightly higher, and our expectation was that our capacity was going to be down 7% to 8% in 2009. I think now we are looking at down 3% to 4%. We were fortunate enough to sell our airplanes at the time we thought we could sell more, we got that early and we are able to do a lot of favorable things, but the market weakened very, very quickly as we entered the fall. So, again the time we made the decisions, we made the decisions under the assumption that we could move more airplanes and oil would be above $100 and so, again we are flying more capacity in 2009 than we expected late last summer. So, in terms of again the recall the pilots, we deal pilots and certainly the flight because of that three or four point capacity change and there are also natural turned over as well.

Helane, this is Arne. In regard to the maintenance, we are seeing upward pressure in the maintenance cost line; I think you have seen here in the first quarter and that we would kind of highlighted that in our guidance. Most of the aircraft and most of the components on the aircraft are on power by the hour agreement. So, we probably have less of these ultra low initial operating costs because we are paying in power by the hour agreement. So they will be going up over time and that is the cost pressure we are going to have to work to offset. The one thing I would highlight is that in the fourth quarter we have a step increase across our whole 717 fleet. That will go up but it’s our last big step increase that we have on that fleet.

Your next question is from Bob McAdoo - Avondale Partners. Bob McAdoo - Avondale Partners: You talk about kind of restructuring how you did the schedule in Atlanta to kind of improve that. Could you kind of go through conceptually what you have done to Atlanta, and we know which you have grown in Milwaukee and things like that but what is that you did to Atlanta that’s helped there?

Let me start and Kevin help me out. We did close a few routes last year. We dropped Savannah, Stuart and Daytona Beach and we have routes that I say when you are growing 20% a year, may look okay, but in an environment that turns negative it really is the first to go. So we focused on that. We are evaluated our frequency levels and again most of our routes are high frequency, but this summer we are going to have fewer frequencies to the West Coast. We don’t expect, I think, longer haul routes will suffer more. I think international routes will suffer, I think longer haul routes will suffer, and I think for us big haul routes will probably again our biggest focus, so less capacity going to California and Seattle and those places from AirTran this year. We are also going to changed our philosophy over the many, many years every city that we went into we have already started with Atlanta and then perhaps began to build around it. We said to ourselves we don’t have to do that, we can be flexible. We can go into big cities, small cities; Atlanta could be far the mix. Initially or Atlanta could be an option three or four years down the road. So we have looked at the business a little bit differently and again I think we are a lot less focused on growth by definition and I think we make smarter decisions about how you manage your assets, and that’s what we are trying to do. Kevin.

Hi, Bob. What I would add is we’ll take Atlanta down to about 60% of the network. So it’s still the key piece, but the approach is really looking at the network, not in building what the strongest in terms of adding route to the network whether. Portland is a good example where we went into Portland from Baltimore because it made more sense and strength in the network, but then this summer we will fly Portland to Atlanta for the seasonal period. So Atlanta is still very important but it’s structuring in a way that best fits the overall network and then building some diversification around it as well. Bob Mcadoo - Avondale Partners: From Portland, Maine to Atlanta, you say it’s going to be more of a seasonal kind of an operation?

Yes.

Your next question is from Mike Linenberg - Merrill Lynch. Michael Linenberg - Merrill Lynch: Two questions. Bob, just back to you were talking about the revenue environment and you indicated that the underlining fare structure is actually very strong, and it may have been in the context that it’s strong relative to your cost side and also where you fuel are, but that sort of brings up another point, when you kind of think about where industry RASM was for the March quarter. Domestically it was down about 10%, year yields are down 8% or 9%, but when you think about, that’s verses ‘08 and off of a pretty high fare structure. If we kind of look at where fares are now, maybe they’re not that far away from where fares were in ‘05, ‘06, and even early ‘07, but when you had oil prices at a much higher level. I mean, is that the way that we should rate it because the actual levels are still actually pretty high by historical standards, I mean is that kind of what you were trying to state there?

Yes, in our cost, again have historically been cost based and I guess if you go even deeper, probably we are a little bit higher in the Atlanta marketplace and they are throughout the network, and it’s worth going looking at and see whether those are the right prices through this kind of environment that we have. Again we don’t want to be in a situation where high fares are discouraging. We know companies are cutting back, they are taking fewer trips, they are combining trips and we don’t have a fare structure that is disincentive for again quick trips, and again I don’t want to make an easier trip for travel managers who manage this expense and again, the higher the walk-up fares go, easy it is for some would say ‘hey, you are not going, it’s too expensive”. So I think we’ve done a lot of experimenting over the years and we have historically done best with a moderate pricing environment with some sales layered in rather than a high price environment with deeper sales. I think, at the same time, Mike, we’ve seen a lot transcontinental fares at $99, which quite frankly we kind of have no interest in the some real low fares in some of those markets. I think those kind of markets are going to be very, very competitive this summer. We are still searching for the right balance Again I think we can live very well in an environment like we are seeing today. Michael Linenberg - Merrill Lynch: Then just a follow-up, you did mention about corporations becoming more price-sensitive and while we know premium travel is definitely taking a big hit certainly on a global basis, you’ve heard it from the major carriers and obviously within that categories business travel. It has been in the past as I recall, you have usually actually been able to use times like this to actually gain share on the business side. At first you are coming in with a pretty low business fare relative to what other carriers follow the value proposition becomes that much more compelling. Have you looked at the degradation of leisure versus business is the type of degradation you are seeing on the business side, may be not all that great because you are picking up passengers from other carriers. Is there any color that you can give on that front that conforms or--?

: Yes. I think you are right there. There is a couple of things going on and as you said before, when you get into this sort of environment, we tend to do a little bit better than we carry people that we may not have in the past. But the things have changed really is the network itself has improved, but we’ve also made a lot of efforts and a lot of stride in distribution and improving our ability to sell the business travelers and fulfill some of the value added aspects of our program, being able to get seat assignments and upgrades and other things like that in a more automated way in the past. I think we are better positioned now than we were in a couple of years ago. So I would agree that I think as a lowest cost producer in a moderate to even low fare environment, we are in a much better shape to take advantage of the marketplace with our product and the ancillary revenues that come along with our high volumes.

Just one last thing. We are having for the last six months the upgrade levels and the business class levels the best they have ever been and again it really helped us dramatically, I think the legacy carriers have tremendous redeploy our programs, but it’s getting hard and harder for a number of people to use those. The value of our upgrade program is especially strong right now. I think it’s been a tough match to get out. We are the only airplane the country has got business class in our every flight. More than half the seats in our competition are in orders and I don’t think there is competitor to the product. So we think we are seeing some shift, its hard to tell at this point, I think when its over we are going to look back and get a much better understanding on what really happened and what’s really going on but certainly we like what’s going on with the upgrade programs. Michael Linenberg - Merrill Lynch: If I could just squeeze in one last one, just on capacity, you gave it for the year and I may have missed the June quarter. I don’t know if Arne maybe you have that just by quarter what we should anticipate for the capacity change into the year-over-year change for the quarter two, quarter three and four?

Sure, Mike. Let me scroll back up here again, down 7% in the second quarter, down 1% to 2% in the third and flat to up 2% in the fourth. Full year, that’s down 3% to 4%, and there is a table at the back of the press release we have described it.

Your next question comes from Michael Derchin - FTN Equity Capital. Michael Derchin - FTN Equity Capital: Just a few quick ones. Did you indicated how Easter, the late Easter affect you in the first quarter? I assume it was a substantial negative, given your Florida exposure.

Mike, I think to try and compare the most of the larger carriers of the Easter ship probably impacts us more and there is going to be four or five point swing between the months. So obviously March was clearly the weakest month of the quarter, and again April will be the best month of the second quarter. Again nonetheless what was unique about the Easter period this year is, we had very good loads, but you never really quite got the premiums on the week ends that you normally get. I think that’s the sign of a fairly strong economy, is that the consumer will really pay up our price on Sundays on few week ends. That that’s really is based in our numbers, again a pretty good April getting back to again weaker May figures. Michael Derchin - FTN Equity Capital: Have you give out the percentage of your traffic on walk-up fares versus advance booking?

We have, Mike historically done. Again I think most of what we’ve really about was in terms of mix size, we would think that our mix is probably about 40%, 45% business and the balance leisure and recognizing it. That’s probably a higher leisure mix than most airlines but we also will have the higher proportion of our capacity in Florida in most of the carriers. Michael Derchin - FTN Equity Capital: And just one more of a big picture question really related to consolidation and mergers, traditionally in this kind of environment you do get a shake out in consolidation. What do you think is going to happen over the next few years in that regard?

I would only be guessing, and I think this is the problem we remember that we try to play role consolidations two years ago by purchasing Midwest and I think as we step back and look away at the price that we ultimately went for and we are glad that we did not win and now we have an opportunity to grow organically. In terms of consolidation going forward, I think you have to look at the Delta and North West has done a pretty good job in terms of bringing people together, and the next merger, that integration is going to get more difficult and so I think the next merger, if it happens, it’s going to have more difficulty. I don’t think that will be third, because the labor forces will play too bigger role in the ultimate outcomes. Michael Derchin - FTN Equity Capital: Do you think you guys will participate in it?

Yes, we are certainly not looking by anybody, again it’s --? Michael Derchin - FTN Equity Capital: I was actually thinking the other way that, you look like a very attractive property right at the time internally?

Well, these things ultimately come and go and we can’t control what anybody else thinks. A year ago at this time we were in the down slope. Unfortunately we are able to turn the business around and ultimately that’s really where our focus is going to be now.

Your next question comes from Kim Zotter - Imperial Capital. Kim Zotter - Imperial Capital: Good morning. Just a real quick modeling question for you, and I may have missed this earlier. How have you bought back 39 new converts this quarter. What was your debt balance at the end of the quarter and how much is your principal payments?

In the quarter Kim? Kim Zotter - Imperial Capital: Yes.

The debt balance that you will be able to get to read our 10-Q, it should be early next week or may be even late this week. In terms of in the quarter, we have debt principal payments in the first quarter of just under $20 million and about $14 million in interest payments in the quarter, total $33.7 million. Kim Zotter - Imperial Capital: Okay. Thank you.

Of the $30 million too, the bulk of that was while it happened late in the quarter and early in this quarter, the bulk of it is going to happen, you will see that one when the Q comes out of the book and it’s actually settled in the second quarter. Kim Zotter - Imperial Capital: Okay. And actually just one additional question. Just wondering if you could comment on how Delta was behaving in your market, I know that you announced a 10% to 12% down minimum domestic capacity for the year, I mean, are you seeing any reductions in your overlapping route?

No. Regarding the domestic capacity, I guess it’s being stable certainly Delta did not reduce capacity in head-to-head markets for the AirTran by March if at all. Most of our cuts were again in other markets. So we have lived most of the year with a high level of capacity in all markets and we have competed aggressively for the last decade and I expect it’s going to continue. But at the same time, AirTran plan is different, we are in big cities, we are in small cities and basically the only long course carrier has established a long haul cut. We feel pretty good about it, because our operating metrics are great. So, I think again we got a very flexible fleet, we got a very flexible workforce and I think having a low cost right now is probably a strong point.

(Operator Instructions) Your next question comes from William Greene - Morgan Stanley. John Mack - Morgan Stanley: I just have one quick follow-up on this last question here on the Delta commentary. Since the merger, have you noticed a change in the way they compete with you or is it really just sort of the same game plan they have applied in the past?

I really can’t say what their game plan is, but it looks a lot like we did before. So, nothing true-up. John Mack - Morgan Stanley: And so when you think about how you’re going to grow going forward then, when you think about the ancillary opportunities, when you think about your fare opportunities. I would assume that it’s safe to say that a lot of the way you had to operate in the past where you have to be at least somewhat cognizant of the actions or reactions from Delta that still goes, including for ancillaries. Is that fair?

The way I look at it is, we tend to bring out the best in our competitors no matter who it is and we stick to what we do in our business model based on being the lowest cost producer with the higher quality product.

Your final question comes from Duane Pfennigwerth - Raymond James. Duane Pfennigwerth - Raymond James: Hi, thanks. Actually I was going to ask about the debt and understand we have to wait for the queue there, but Arne can you tell us if your $90 million line of credit was drawn at the end of quarter?

It was.

This does conclude our question-and-answer session today. At this time, I would like to turn the conference back over to Mr. Bob Fornaro for any additional or closing comments.

Good morning again. That you everyone for attending the call, I think as you could tell by our comments we feel very good about the direction of our business, which is in stock contrast to the direction we were heading a year ago. Again a year ago, we are growing at a double digit rate as the domestic marketplace was weakening and fuel was rising daily, but we were one of the first airlines to restructure and we did so decisively. We deferred or sold 46 aircrafts while the market was still strong, and again virtually overnight in the summer it went from an 8% growth rate to a minus 8% right around Labor Day and we are unwound hedges, where it was clear that moved against us. Our business has turned quickly. Underlying our fourth quarter performance last year was a $55 million operating profit which was our best fourth quarter operating profit ever, and this quarter we had a year-over-year operating improvement of $63 million. Probably most important, we’ve emerged as the industry’s low cost leader, which is a goal we set out to achieve more in the decade ago. We certainly have no illusions about the difficulties our economy faces and we realized it will take time to rebuild our balance sheet, but we think we’ll unwind it well suited to our strengths and we are nimble and we are going to be opportunistic. Our combination of low cost and high quality allows us to operate in a traditional hub environment and point-to-point markets and big and small cities. As we probably said before in the call, we expect to be profitable in every quarter this year. Thank you for your time this morning.

This does conclude today’s conference. We thank you for your participation.