AMENDMENT NO. 11

Exhibit 10.11

AMENDMENT NO. 11

THIS AMENDMENT NO. 11 dated July 3, 2003, is made by and between MCDONNELL DOUGLAS CORPORATION a wholly owned subsidiary of THE BOEING COMPANY (Seller), having an office in the City of Long Beach, State of California, and AIRTRAN AIRWAYS, INC. (Buyer), having its executive offices in the City of Orlando, State of Florida.

WITNESSETH:

In consideration of the mutual covenants herein, Buyer and Seller agree to amend Purchase Agreement DAC 95-40-D dated December 6, 1995, as amended by Amendment No. 10 dated November 14, 2002, as follows:

1. Seller and Buyer have agreed to cancel the six (6) Option Aircraft, further described in Amendment No. 5 to Letter Agreement No. 1 to Purchase Agreement DAC 95-40-D as Option Aircraft Numbers 23 through 28 with scheduled months of delivery of July 2005, August 2005, September 2005, April 2005, May 2005, and June 2005, respectively. Seller has agreed to sell and Buyer has agreed to purchase six (6) aircraft to be delivered in May, August, October and November 2004, and January and March 2005, respectively. The six Aircraft will be delivered to Buyer in the configuration as shown in Exhibit A1. The Purchase Agreement is amended and supplemented as follows:

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2. Article 2., entitled SUBJECT MATTER OF SALE, is hereby amended to delete paragraphs A. and C. in their entirety and the following is inserted in lieu thereof to add the six (6) Aircraft.

3. Delivery Schedule. Article 6., entitled DELIVERY, is hereby amended to delete paragraph C.1. Delivery in its entirety and the following is inserted in lieu thereof to add aircraft numbers 61 through 66 with delivery months of May, August, October and November, 2004, and January and March 2005, respectively.

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3. Payment. Buyer will make Advance Payments to Seller in the amount of ***% of the Advance Payment Base Price of each Aircraft.

3.1 These payments begin with a payment of ***% due on the date of this Agreement for each Aircraft. Additional payments for each Aircraft are due on the first business day of the months and in the amounts listed in Paragraph 2. Progress Payment Schedule One of Letter Agreement No. 36 to the Purchase Agreement.

3.2 Since the Aircraft described on the attached Delivery Schedule have a scheduled delivery month less than twenty-four (24) months from the date of this Agreement, the total amount of Advance Payments due upon the date of this Agreement will include all Advance Payments that are or were due on or before such date in accordance with Progress Payment Schedule One of Letter Agreement No. 36.

4. All of the terms of the Agreement shall remain in full force and effect, except as herein expressly changed, modified or supplemented, or except insofar as the terms thereof have been completed, performed or complied with prior to the date hereof.

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For convenience only, insert pages reflecting the affects of this Amendment are attached hereto. In the event of any conflict between the Agreement and the insert pages attached, the terms and conditions of this Amendment shall prevail.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 11 to be executed as of the date first above written by their officers or agents thereunto duly authorized.

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