UNITED STATES ~~SECURITIES~~ ~~AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549~~

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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~~earliest ~~Event~~event ~~Reported~~reported): July 2, 52007 (June 30, ~~2006~~2007)

World Air Holdings, Inc. ~~__________________________________________ (Exact name of registrant as specified in its charter)~~

Georgia	000-26582	20-2121036
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)
HLH Building, 101 World Drive, Peachtree City, Georgia		30269
_________________________________ (Address of principal executive offices)		___________ (Zip Code)

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code: 770-632-8322


Delaware	000-26582	20-2121036
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

Not Applicable ______________________________________________ Former name or former address, if changed since last report

HLH Building, 101 World Drive,

Peachtree City, Georgia

30269

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (770) 632-8322

Not Applicable

(Former Name or Former Address, if Changed Since 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:

~~[ ]~~ ¨ Written communications 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-4(c))

~~Top~~¨ ofSoliciting material pursuant to Rule 14a-12 under the ~~Form~~ Exchange Act (17 CFR 240.14a-12)

~~Item~~¨ ~~1.02~~Pre-commencement ~~Termination~~communications ofpursuant ato ~~Material~~Rule ~~Definitive~~14d-2(b) ~~Agreement~~under the Exchange Act (17 CFR 240. 14d-2(b))

~~World~~¨ ~~Air~~Pre-commencement ~~Holdings,~~communications ~~Inc.,~~pursuant ~~a Delaware corporation (the "Registrant"), entered into a Release Agreement Pursuant~~ to ~~Employment~~Rule ~~Agreement, dated as of June 8, 2006~~ 13e-4(~~the "General Release"~~c), ~~with~~under ~~Gilberto M. Duarte, Jr. ("Mr. Duarte’), providing, among other things, for~~ the ~~termination~~Exchange ofAct ~~the employment relationship between the Registrant and Mr. Duarte under a Second Amended and Restated Employment Agreement, dated as of May 6, 2004~~ (~~the~~17 ~~"Employment~~CFR ~~Agreement"), by and between the Registrant and Mr~~240. ~~Duarte. The General Release became effective and enforceable on July 6, 2006, following a seven~~13e-day revocation period. Mr. Duarte’s last day of employment as President of World Risk Solutions, Ltd., a wholly-owned subsidiary of the Registrant was June 8, 2006. Under the terms of the General Release, the Registrant agreed to pay Mr. Duarte a lump-sum severance payment of $300,000, less lawful deductions. In addition, the Registrant will provide Mr. Duarte placement services not to exceed $15,000 and Mr. Duarte will be covered under the Registrant’s health benefit plan up to November 30, 2007 or until Mr. Duarte obtains alternate health benefit coverage, whichever occurs earlier. Under the General Release, all unexercised vested stock options to purchase the Registrant’s Common Stock, or options to purchase 200,000 shares, will remain exercisable during the one-year period following Mr. Duarte’s last day of employment. As consideration for the execution of the General Release, Mr. Duarte released and forever discharged the Registrant from any and all claims, known or unknown, which Mr. Duarte may have had against the Registrant as of the effective date of the General Release. Pursuant to the General Release, Mr. Duarte agreed to maintain confidentiality and secrecy concerning confidential and/or proprietary information obtained from the Registrant during Mr. Duarte’s employment. The Employment Agreement had originally provided that Mr. Duarte would serve as the Chief Financial Officer of the Registrant 4(~~he resigned from his position as Chief Financial Officer on December 7, 2005~~c) until December 31, 2007, subject to a one-year optional extension. Under the Employment Agreement, the Registrant had agreed to compensate Mr. Duarte with a base salary of $200,000 per year plus bonuses and employee benefits, and agreed to indemnify Mr. Duarte against certain losses. The Employment Agreement had been terminable by the Registrant with or without cause and by Mr. Duarte upon the occurrence of certain events, including a change in control of the Registrant, a change in Mr. Duarte’s responsibilities and relocation of the Registrant’s headquarters outside the Peachtree City, Georgia, metropolitan area. Upon any such termination other than for cause, Mr. Duarte would have been entitled to receive severance in an amount equal to 18 months base salary and all unvested options previously granted would become immediately exercisable. )

~~The~~Item ~~above description of the General Release is a summary of the material terms of the General Release and does not purport to be complete~~1. ~~The description is qualified in its entirety by reference to the full text of the General Release, which is attached as Exhibit 99~~01.1 toEntry ~~this~~into ~~Current~~a ~~Report~~Material onDefinitive ~~Form 8-K and is incorporated herein by reference~~Agreement.

~~Top~~The ofAgreement ~~the~~and ~~Form~~Plan of Merger dated April 5, 2007 among World Air Holdings, Inc., Global Aero Logistics Inc., and Hugo Acquisition Corp. was amended by agreement dated June 30, 2007.

Under the terms of the amended merger agreement, Global Aero Logistics has agreed to extend the date by which certain financial statements must be delivered from June 30, 2007 to the dates described below. The deadline for delivery by World Air Holdings to Global Aero Logistics of its audited financial statements as of and for the year ended December 31, 2006 and for the related Annual Report on Form 10-K to be filed with the Securities and Exchange Commission (SEC) has been extended to July 6, 2007, and the deadline for delivery to Global Aero Logistics of World Air Holdings quarterly financial statements for the quarter ended March 31, 2007 and for filing the related Quarterly Report on Form 10-Q with the SEC has been extended to August 3, 2007. In exchange for agreeing to these extensions, the parties have agreed that the obligation of Global Aero Logistics to consummate the merger is now subject, in addition to the other conditions in the merger agreement, to its receipt of financing on terms provided in the financing commitment or on substantially equivalent terms or otherwise satisfactory to Global Aero Logistics, which remains obligated to use its reasonable best efforts to obtain such financing.

All other provisions of the merger agreement remain in place. The merger agreement, as amended, will be presented to the stockholders of World Air Holdings for adoption at a special meeting of stockholders to be held on July 18, 2007.

Additional Information and Where to Find It

In connection with the proposed merger and required stockholder approval, World Air Holdings has filed a definitive proxy statement with the SEC and will file a supplement to the proxy statement describing the amendment to the merger agreement. The definitive proxy statement has been mailed to the stockholders of World Air Holdings as of the June 13, 2007 record date and the supplement will be mailed to such stockholders. World's stockholders are urged to read the definitive proxy statement and the supplement because they contain important information about the merger. Investors and stockholders may obtain without charge a copy of the proxy statement and the supplement, when filed, at the SEC's web site, www.sec.gov.

Participants in Solicitation

World Air Holdings and its officers and directors may be deemed to be participants in the solicitation of proxies from World's stockholders with respect to the proposed merger. Stockholders may obtain more detailed information regarding the direct and indirect interests of World's executive officers and directors in the merger by reading the proxy statement and the supplement.

Item 8.01.

Other Events.

On July 2, 2007, World issued a press release announcing that the merger agreement has been amended as discussed in Item 1.01 above. A copy of the press release is filed as Exhibit 99.1 hereto and is incorporated by reference herein.

Item 9.01.

Financial Statements and Exhibits.

(d)

Exhibits.


2.1		Amendment dated June 30 to Agreement and Plan of Merger, dated April 5, 2007, by and among Global Aero Logistics Inc., Hugo Acquisition Corp. and World Air Holdings, Inc.

99.1		Press release, dated July 2, 2007.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the ~~registrant~~ Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	World Air Holdings, Inc.
July 6, 2006	By:	/s/ Mark M. McMillin
		Name: Mark M. McMillin
		Title: General Counsel & Corporate Secretary


WORLD AIR HOLDINGS, INC.

By:		/s/ Mark M. McMillin
		Mark M. McMillin
		General Counsel & Corporate Secretary

~~Top~~Dated: ofJuly 2, ~~the~~2007 ~~Form~~

Exhibit Index

Exhibit No.		Description
2.1		Amendment dated June 30 to Agreement and Plan of Merger, dated April 5, 2007, by and among Global Aero Logistics Inc., Hugo Acquisition Corp. and World Air Holdings, Inc.
99.1		~~Release~~Press ~~Agreement~~release, ~~Pursuant~~dated toJuly ~~Employment~~2, ~~Agreement~~2007.

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