FORM 4

[ ] Check this box if no longer
subject to Section 16. Form 4 or Form
5 obligations may continue.
See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility
Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Magurno, Richard P.

(Last) (First) (Middle)

9955 AirTran Blvd.

(Street)

Orlando, FL 32827

(City) (State) (Zip)

2. Issuer Name and Ticker
or Trading Symbol

AirTran Holdings, Inc. (AAI)

3. I.R.S. Identification
    Number of Reporting
    Person, if an entity
    (voluntary)

4. Statement for
(Month/Day/Year)

January 22, 2003

5. If Amendment,
    Date of Original
    (Month/Year)

6. Relationship of Reporting Person(s) to Issuer (Check all applicable)

     Director             10% Owner
X Officer (give        Other
                        title below)
Officer/Other
Description Senior Vice President - General Counsel & Secretary

7. Individual or Joint/Group Filing (Check Applicable Line)

X Form filed by One Reporting Person
Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	3. Transaction Code and Voluntary Code (Instr. 8) Code \| V	4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) Amount \| A/D \| Price	5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Owner- ship Form: Direct(D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, $0.001 par value			\| \|	2,000	D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

(over)
SEC 1474 (3-99)

Form 4 (continued)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)	2. Conver- sion or Exercise Price of Deri- vative Security	3. Transaction Date (Month/ Day/ Year)	4. Transaction Code and Voluntary (V) Code (Instr.8) Code \| V	5. Number of Derivative Securities Acquired (A) or Disposed (D) Of (Instr. 3,4 and 5)	6. Date Exercisable(DE) and Expiration Date(ED) (Month/Day/Year) (DE) \| (ED)	7. Title and Amount of Underlying Securities (Instr. 3 and 4)	8. Price of Derivative Security (Instr.5)	9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr.4)	10. Owner- ship Form of Deriv- ative Security: Direct (D) or Indirect (I)	11. Nature of Indirect Beneficial Ownership (Instr.4)
ISO (right to buy)	$4.25				(1) \| 8/21/2010	Common Stock, 150,000 shares		150,000	D
ISO (right to buy)	$9.12				(2) \| 7/26/2011	Common Stock, 35,000 shares		35,000	D
ISO (right to buy)	$3.90				(3) \| 7/25/2012	Common Stock, 45,000 shares		45,000	D
ISO (right to buy)	$4.90	1/22/03	A	45,000	(4) \| 1/22/2013	Common Stock, 45,000 shares		45,000	D

Explanation of Responses :

(1) 1/3 exercisable on each of 8/21/2001, 8/21/2002 and 8/21/2003.
(2) 1/3 exercisable on each of 7/26/2002, 7/26/2003 and 7/26/2004.
(3) 1/3 exercisable on each of 7/25/2003, 7/25/2004 and 7/25/2005.
(4) 1/3 exercisable on each of 1/22/2004, 1/22/2005 and 1/22/2006.

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations.

See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient,
See Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not
required to respond unless the form displays a currently valid OMB number.

By: /s/ Richard P. Magurno
1/24/2003
** Signature of Reporting Person Date
RICHARD P. MAGURNO

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SEC 1474 (3-99)

MAGURNO RICHARD P 4