Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

(b) On July 8, 2009, Air T, Inc. (the "Company") provided written notice to The Nasdaq Stock Market LLC ("Nasdaq") that earlier that day Claude S. Abernethy, Jr., an independent member of the Company's Board of Directors and one of the three members of the Company's Audit Committee, had passed away, and that, as a result of Mr. Abernethy's death, the Company was temporarily in noncompliance with:

· Nasdaq Rule 5605(b)(1), which requires that independent directors comprise a majority of the Board of Directors; and

· Nasdaq Rule 5605(c)(2), which requires that the Audit Committee be comprised of at least three members.

Each of Nasdaq Rules 5605(b)(1) and 5605(c)(2) provides a cure period of 180 days for the Company to regain compliance.

On July 9, 2009, the Executive Committee of the Board of Directors of the Company appointed Dennis A. Wicker, an independent director, to the Audit Committee. As a result of this action, the Company believes that it has regained compliance with Nasdaq Rule 5605(c)(2).

The Company intends to regain compliance with Nasdaq Rule 5605(b)(1) prior to the expiration of the 180-day cure period through the appointment or election of an independent director to the Board of Directors to fill the vacancy created by Mr. Abernethy's death.

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