FORM 4
[ X ] 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 OF SECURITIES
                                                                                  
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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
                      

1. Name and Address of Reporting Person *

SMITH ALFRED J III 		2. Issuer Name and Ticker or Trading Symbol

AIRTRAN HOLDINGS INC [ AAI ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
_____ Officer (give title below)      __ X __ Other (specify below)
FORMER SR VP. CUSTOMER SERVICE
(Last)          (First)          (Middle)

9955 AIRTRAN BOULEVARD 		3. Date of Earliest Transaction (MM/DD/YYYY)

5/2/2011
(Street)

ORLANDO, FL 32827
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. 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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8) 		4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4) 		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
COMMON STOCK   5/2/2011     D    93169   (1) (2) D   (3) 0   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8) 		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(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. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option(right to buy)   $5.82   5/2/2011     D         91667      (4) 4/8/2012   Common Stock   91667   $0   0   (5) D    
Stock Option(right to buy)   $4.90   5/2/2011     D         6667      (6) 1/22/2013   Common Stock   6667   $0   0   (7) D    
Stock Option(right to buy)   $13.03   5/2/2011     D         15000      (8) 1/21/2014   Common Stock   15000   $0   0   (9) D    

Explanation of Responses:
( 1)  Adjustment - inadvertent overreporting of 17,531 shares of performance-based restricted stock.
( 2)  Includes 26,586 shares of time-based restricted stock and 22,142 shares of performance-based restricted stock.
( 3)  Disposed of pursuant to merger agreement between the issuer and Guadalupe Holdings Corp., a wholly owned subsidiary of Southwest Airlines Co. ("Southwest") in exchange for cash and and 22,799 shares of Southwest common stock having a market value of $11.90 per share on the effective date of the merger.
( 4)  This option for 91,667 vested as follows: 1/3 each on 4/8/03, 4/8/04 and 4/8/05.
( 5)  This option was terminated in the merger in exchange for a cash payment of $160,408.09.
( 6)  This option for 6,667 shares vested as follows: 1/3 each on 1/22/04, 1/22/05 and 1/22/06.
( 7)  This option was terminated in the merger in exchange for a cash payemnt of $17,800.23.
( 8)  This option for 15,000 shares vested as follows: 1/3 each on 1/21/05, 1/21/06 and 1/21/07.
( 9)  This option was terminated in the merger.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
SMITH ALFRED J III
9955 AIRTRAN BOULEVARD
ORLANDO, FL 32827


FORMER SR VP. CUSTOMER SERVICE

Signatures
/S/ STEVEN A ROSSUM- ATTORNEY-IN-FACT 5/5/2011
** Signature of Reporting Person Date


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).
** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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