Exhibit 4.4

THE SECURITIES REPRESENTED HEREBY HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS.  SUCH SECURITIES AND ANY SECURITIES ISSUED HEREUNDER OR THEREUNDER MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT AND APPLICABLE LAWS.

No. W-1

WARRANT TO PURCHASE COMMON STOCK OF
ATLANTIC EXPRESS TRANSPORTATION CORP.

Atlantic Express Transportation Corp., a New York corporation (the “Company”), hereby certifies that, for value received, AIRLIE OPPORTUNITY CAPITAL MANAGEMENT, L.P., a Delaware limited partnership (the “ Purchaser ”), or its registered transferees, successors or assigns (each, a “holder” ), is the registered holder of warrants (the  ”Warrants”, the term “Warrant” shall include any warrant issued upon transfer or partial exercise of this Warrant, unless the context clearly requires otherwise) to subscribe for and purchase 40,725 shares of the fully paid and nonassessable Common Stock (as adjusted pursuant to Section 6 hereof, the  ”Warrant Shares” ) of the Company (representing five percent (5%) of the total number of issued and outstanding shares of Common Stock, on a fully diluted basis, as of the date hereof), at a purchase price per share equal to one cent ($0.01) (such price, as adjusted pursuant to Section 6 hereof, the “Exercise Price” ), subject to the provisions and upon the terms and conditions hereinafter set forth.

1.                                        Certain Definitions .  As used in this Warrant, the following terms shall have the following respective meanings:

“ Affiliate ” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person.  For purposes of this definition, “control,” as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise; provided that beneficial ownership of 10% or more of the voting stock of a Person will be deemed to be control. For purposes of this definition, the terms “controlling,” “controlled by” and “under common control with” have correlative meanings.

“ Board of Directors ” means:

(1)                                   with respect to a corporation, the board of directors of the corporation;

(2)                                   with respect to a partnership, the Board of Directors of the general partner of the partnership; and

(3)                                   with respect to any other Person, the board or committee of such Person serving a similar function.

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“ Business Day ” means any day other than a Legal Holiday.

“ Commission ” means the Securities and Exchange Commission.

“Common Stock” shall mean the Company’s presently authorized common stock, par value $0.01 per share, and any stock into or for which such Common Stock may hereafter be converted or exchanged

“ Equity Registration Rights Agreement ” means the registration rights agreement, dated as of March 3, 2005, by and among the Company, the Parent and the Purchaser relating to the Warrant Shares.

“ Exchange Act ” means the Securities Exchange Act of 1934, as amended.

“Exercise Price” means the amount set forth in the first paragraph hereof.

“ Legal Holiday ” means a Saturday, a Sunday or a day on which banking institutions in the City of New York are authorized by law, regulation or executive order to remain closed.  If a payment date is a Legal Holiday, payment may be made on the next succeeding day that is not a Legal Holiday, and no interest shall accrue on such payment for the intervening period.

“ Officer ” means, with respect to any Person, the Chairman of the Board, the Chief Executive Officer, the President, the Chief Operating Officer, the Chief Financial Officer, the Treasurer, any Assistant Treasurer, the Controller, the Secretary or any Vice-President of such Person.

“ Parent ” means Atlantic Express Transportation Group, Inc., a Delaware corporation.

“ Person ” means any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization, limited liability company or government or other entity.

“ Rule 144 ” means Rule 144 promulgated under the Securities Act.

“ Rule 144A ” means Rule 144A promulgated under the Securities Act.

“ Securities Act ” means the Securities Act of 1933, as amended.

2.                                        Term .  The purchase right represented by this Warrant is exercisable, in whole or in part, at any time and from time to time from the date hereof through and including the close of business on the fourth anniversary of the date hereof (the “ Expiration Date ”).  Each Warrant not exercised prior to 5:00 p.m., New York City time, on the Expiration Date shall become void and all rights thereunder and all rights in respect thereof shall cease as of such time.

3.                                        Exercise .

(a)                                   Method of Exercise; Payment; Issuance of New Warrant .  Subject to Section 2 hereof, the purchase right represented by this Warrant may be exercised by the holder

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hereof, in whole or in part and from time to time, from and after the date hereof by the surrender of this Warrant (with the notice of exercise form attached hereto as Exhibit A duly executed) at the principal office of the Company, and, except as otherwise provided for herein, by the payment to the Company by wire transfer or by certified or official bank check payable to the order of the Company of an amount in cash equal to the then applicable Exercise Price multiplied by the number of Warrant Shares then being purchased.  The person or persons in whose name(s) any certificate(s) representing shares of Common Stock shall be issuable upon exercise of this Warrant shall be deemed to have become the holder(s) of record of, and shall be treated for all purposes as the record holder(s) of, the shares represented thereby (and such shares shall be deemed to have been issued) immediately prior to the close of business on the date or dates upon which this Warrant is exercised if exercised prior to the close of business on such date;  otherwise, the date of record shall be the next business day.  In the event of any exercise of the rights represented by this Warrant, certificates for the shares of Common Stock so purchased shall be delivered to the holder hereof as soon as possible and in any event within fifteen (15) days after such exercise and, unless this Warrant has been fully exercised, a new Warrant representing the portion of the Warrant Shares, if any, with respect to which this Warrant shall not then have been exercised shall also be issued to the holder hereof as soon as possible and in any event within such fifteen (15)-day period.

(b)                                  Net Issue Exercise .  In addition to and without limiting the rights of the holder under the terms of this Warrant, the holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being cancelled) on a net basis, without the exchange of any funds, by surrender of this Warrant at the principal office of the Company (with the notice of exercise form and notice of such election attached hereto as Exhibit A duly executed) in which event the Company shall issue to the holder a number of Warrant Shares computed using the following formula:

The “ Market Value ” per share of Common Stock as of any date shall equal (i) if Common Stock is primarily traded on a securities exchange, the last sale price on such securities exchange on the trading day immediately prior to the date of determination, or if no sale occurred on such day, the mean between the closing “bid” and “asked” prices on such day, (ii) if the principal market for Common Stock is in the over-the-counter market, the closing sale price on the trading day immediately prior to the date of the determination, as published by the

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National Association of Securities Dealers Automated Quotation System or similar organization, or if such price is not so published on such day, the mean between the closing “bid” and “asked” prices, if available, on such day, which prices may be obtained from any reputable pricing service, broker or dealer, and (iii) if neither clause (i) nor clause (ii) is applicable, the fair market value on the date of determination of Common Stock as determined in good faith by the Board of Directors of the Company.

4.                                        Stock Fully Paid; Reservation and Registration of Shares .

(a)                                   All Warrant Shares that may be issued upon the exercise of the rights represented by this Warrant will, upon issuance pursuant to the terms and conditions herein, be fully paid and nonassessable, and free from all taxes, liens, charges, and pre-emptive rights with respect to the issue thereof.  The Company shall pay all transfer taxes, if any, attributable to the initial issuance of the Warrant Shares upon the exercise of this Warrant; provided that the Company shall not be required to pay any tax or taxes which may be payable in respect of any transfer involved in the issue of any Warrants or any certificates for Warrant Shares in a name other than that of the registered holder of a Warrant surrendered upon the exercise of a Warrant, and the Company shall not be required to issue or deliver such Warrant unless or until the person or persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid.

(b)                                  The Company shall at all times reserve and keep available, free from preemptive rights, out of the aggregate of its authorized but unissued Common Stock or the authorized and issued Common Stock held in its treasury, for the purpose of enabling it to satisfy any obligation to issue Warrant Shares upon exercise of Warrants, the maximum number of shares of Common Stock which may then be deliverable upon the exercise of all outstanding Warrants.

(c)                                   The Company or, if appointed, the transfer agent for the Common Stock (the “Transfer Agent”) and every subsequent transfer agent for any shares of the Company’s capital stock issuable upon the exercise of any of the rights of purchase aforesaid will be irrevocably authorized and directed at all times to reserve such number of authorized shares as shall be required for such purpose.  The Company shall keep a copy of this Warrant on file with the Transfer Agent and with every subsequent transfer agent for any shares of the Company’s capital stock issuable upon the exercise of the rights of purchase represented by the Warrants.  The holder hereof is hereby irrevocably authorized to requisition from time to time from such Transfer Agent the stock certificates required to honor outstanding Warrants upon exercise thereof in accordance with the terms of this Agreement.  The Company shall supply such Transfer Agent with duly executed certificates for such purposes and shall provide or otherwise make available any cash which may be payable as provided in Section 7 hereof.  The Company shall furnish such Transfer Agent a copy of all notices of adjustments, and certificates related thereto, transmitted to each holder pursuant hereto.

(d)                                  Before taking any action which would cause an adjustment pursuant to Section 6 hereof to reduce the Exercise Price below the then par value (if any) of the Warrant Shares, the Company shall take any corporate action which may, in the opinion of its counsel (which may be counsel employed by the Company), be necessary in order that the Company may

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validly and legally issue fully paid and nonassessable Warrant Shares at the Exercise Price as so adjusted.

(e)                                   The Company covenants that all Warrant Shares which may be issued upon exercise of Warrants shall, upon issue, be fully paid, nonassessable, free of preemptive rights and free from all taxes, liens, charges and security interests with respect to the issuance thereof.

(f)                                     The Company has agreed pursuant to the Equity Registration Rights Agreement to, within 90 days of the Closing Date, use reasonable best efforts to file or amend an existing shelf registration statement on an appropriate form under the Securities Act to cover the resale of the Warrant Shares.  The Company will use reasonable best efforts to cause such registration statement or amendment to become effective within 180 days of the Closing Date. The Company will use its reasonable best efforts to keep such registration statement continuously effective under the Securities Act in order to permit the resale of the Warrant Shares by the holders thereof for the earlier of (i) two years or (ii) until such time as all registrable securities have been sold pursuant to such registration statement. In addition, pursuant to the Equity Registration Rights Agreement, subject to certain limitations, the Company and the Parent have agreed that if at any time after the Closing Date the Company or the Parent proposes to file a registration statement under the Securities Act with respect to an offering by the Company or the Parent, respectively, for its own account or for the account of any holders of its common stock, then the Company or the Parent, respectively, shall give written notice of such proposed filing to the holders of Warrants and Warrant Shares as soon as practicable (but in no event fewer than 20 days before the anticipated filing date) and such notice shall offer such holders the opportunity to register such number of Warrant Shares as each holder may request in writing within 20 days after receipt of such written notice from the Company or the Parent, respectively (which request shall specify the Warrant Shares intended to be disposed of by such selling holder and the intended method of distribution thereof); provided that any holder of Warrants so requesting shall agree, upon or prior to effectiveness of such registration statement, to exercise their Warrants at least to the extent necessary for such holder to acquire the number of Warrant Shares for which such holder has requested registration. The Company or the Parent, respectively, shall use its reasonable best efforts to keep such registration statement continuously effective under the Securities Act until at least the earlier of (i) an aggregate of 180 days after the effective date thereof or (ii) the consummation of the distribution by the holders of all of the Warrant Shares covered thereby.

5.                                        Obtaining Stock Exchange Listings .

The Company shall from time to time take all action which may be necessary so that the Warrant Shares, immediately upon their issuance upon the exercise of Warrants, will be listed on a principal securities exchange, automated quotation system or other market within the United States of America, if any, on which other shares of Common Stock are then listed.

6.                                        Adjustment of Exercise Price and Number of Warrant Shares Issuable .

The Exercise Price and the number of Warrant Shares issuable upon the exercise of each Warrant shall be subject to adjustment from time to time upon the occurrence of the events

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enumerated in this Section 6.  For purposes of this Section 6, “ Common Stock ” means shares now or hereafter authorized of any class of common shares of the Company and any other stock of the Company, however designated, that has the right (subject to any prior rights of any class or series of preferred stock) to participate in any distribution of the assets or earnings of the Company without limit as to per share amount.

In addition to the adjustments required under this Section 6, the Company may, at any time reduce the Exercise Price for any period of time (but not less than 20 Business Days) deemed appropriate by the Board of Directors of the Company.

(a)                                   Adjustment for Change in Capital Stock .  If the Company (i) pays a dividend or makes a distribution on its Common Stock payable in shares of its Common Stock, (ii) subdivides its outstanding shares of Common Stock into a greater number of shares, (iii) combines its outstanding shares of Common Stock into a smaller number of shares, (iv) makes a distribution on its Common Stock in shares of its capital stock other than Common Stock or (v) issues by reclassification of its Common Stock any shares of its capital stock, then the Exercise Price in effect immediately prior to such action shall be proportionately adjusted so that the holder of any Warrant thereafter exercised may receive the aggregate number and kind of shares of capital stock of the Company which such holder would have owned immediately following such action assuming the exercise of such Warrant immediately prior to such action.

The adjustment shall become effective immediately after the record date in the case of a dividend or distribution and immediately after the effective date in the case of a subdivision, combination or reclassification.

If, after an adjustment, a holder of a Warrant upon exercise of it may receive shares of two or more classes of capital stock of the Company, the Company shall determine, in good faith, the allocation of the adjusted Exercise Price between the classes of capital stock.  After such allocation, the exercise privilege and the Exercise Price of each class of capital stock shall thereafter be subject to adjustment on terms comparable to those applicable to Common Stock in this Section 6.  Such adjustment shall be made successively whenever any event listed above shall occur.

(b)                                  Adjustment for Rights Issue .  If the Company distributes any rights, options or warrants to all holders of its Common Stock entitling them for a period expiring within 45 days after the record date set forth below to subscribe for shares of Common Stock or securities convertible into, or exchangeable or exercisable for, shares of Common Stock, in either case, at a price per share less than the Fair Market Value (as defined in subsection (g) of this Section 6) per share on that record date, the Exercise Price shall be adjusted in accordance with the formula:

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The adjustment shall be made successively whenever any such rights, options or warrants are issued and shall become effective immediately after the record date for the determination of stockholders entitled to receive the rights, options or warrants.  If at the end of the period during which such rights, options or warrants are exercisable, not all rights, options or warrants shall have been exercised, the Exercise Price shall be immediately readjusted to what it would have been if “N” in the above formula had been the number of shares actually issued.

(c)                                   Adjustment for Other Distributions .  If the Company distributes to all holders of its Common Stock any of its assets (including cash), debt securities, preferred stock or any rights or warrants to purchase assets (including cash), debt securities, preferred stock or other securities of the Company, the Exercise Price shall be adjusted in accordance with the formula:

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The adjustment shall be made successively whenever any such distribution is made and shall become effective immediately after the record date for the determination of stockholders entitled to receive the distribution.

This Section 6(c) shall not apply to cash dividends or other cash distributions paid out of consolidated current or retained earnings as shown on the books of the Company prepared in accordance with generally accepted accounting principles.  In addition, this Section 6(c) shall not apply to rights, options or warrants referred to in Section 6(b) hereof.

(d)                                  Adjustment for Common Stock Issue .  If the Company issues shares of Common Stock for a consideration per share less than the Fair Market Value per share on the date the Company fixes the offering price of such additional shares, the Exercise Price shall be adjusted in accordance with the formula:

The adjustment shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance.

This subsection (d) shall not apply to:

(1)                                   any of the transactions described in subsections (a), (b) and (c) of this Section 6,

(2)                                   the exercise of Warrants, or the conversion, exchange or exercise of other securities convertible into or exchangeable or exercisable for Common Stock the issuance of which re