EXHIBIT 10.3.2
                                                               EXECUTION VERSION


                               AMENDMENT NO. 1 TO
                           LOAN AND SECURITY AGREEMENT

      AMENDMENT NO. 1 TO LOAN AND SECURITY AGREEMENT, dated as of May 31, 2005,
entered into by and among Wachovia Bank, National Association, as successor by
merger to Congress Financial Corporation, a national banking association, in its
capacity as agent acting for and on behalf of the parties to the Loan Agreement
(as hereinafter defined) as lenders (in such capacity, "Agent"), the parties to
the Loan Agreement as lenders (each individually a "Lender" and collectively,
"Lenders"), Atlas Air, Inc., a Delaware corporation ("Atlas Air"), Polar Air
Cargo, Inc., a California corporation ("Polar", and together with Atlas Air,
each individually, a "Borrower" and collectively, "Borrowers"), Atlas Air
Worldwide Holdings, Inc., a Delaware corporation ("Atlas Holdings") and Airline
Acquisition Corp I, a Delaware corporation ("AACI", and together with Holdings,
each individually, a "Guarantor" and collectively, "Guarantors").

                              W I T N E S S E T H:

      WHEREAS, Agent, Lenders, Borrowers and Guarantors have entered into
financing arrangements pursuant to which Lenders (or Agent on behalf of Lenders)
have made and may make loans and advances and provide other financial
accommodations to Borrowers as set forth in the Loan and Security Agreement,
dated November 30, 2004, by and among Agent, Lenders, Borrowers and Guarantors
as amended hereby (as the same may hereafter be further amended, modified,
supplemented, extended, renewed, restated or replaced, the "Loan Agreement", and
together with all agreements, documents and instruments at any time executed
and/or delivered in connection therewith or related thereto, as from time to
time amended, modified, supplemented, extended, renewed, restated, or replaced,
collectively, the "Financing Agreements");

      WHEREAS, Borrowers and Guarantors have requested that Agent and Lenders
agree to certain amendments to the Loan Agreement and Agent and Lenders are
willing to so agree, subject to the terms and conditions contained herein; and

      WHEREAS, by this Amendment No. 1, Agent, Lenders, Borrowers and Guarantors
desire and intend to evidence such amendments;

      NOW, THEREFORE, in consideration of the foregoing, the mutual agreements
and covenants contained herein, and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:

      1. DEFINITIONS.

            (a) ADDITIONAL DEFINITIONS. As used herein, the following term shall
have the meaning given to it below, and the Loan Agreement and the other
Financing Agreements are hereby amended to include, in addition and not in
limitation, the following definition:

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            "AMENDMENT NO. 1" shall mean this Amendment No. 1 to Loan and
            Security Agreement by and among Agent, Lenders, Borrowers and
            Guarantors, as the same now exists or may hereafter be amended,
            modified, supplemented, extended, renewed, restated or replaced.

            (b) INTERPRETATION. For purposes of this Amendment No. 1, unless
otherwise defined herein, all capitalized terms used herein which are defined in
the Loan Agreement shall have the meanings given to such terms in the Loan
Agreement.

      2. AMENDMENT. Section 9.6(a)(ii) of the Loan Agreement is hereby amended
by deleting the reference to "one hundred fifty (150)" and replacing it with
"one hundred eighty-one (181)".

      3. REPRESENTATIONS, WARRANTIES AND COVENANTS. In addition to the
continuing representations, warranties and covenants heretofore or hereafter
made by Borrowers and Guarantors to Agent and Lenders pursuant to the other
Financing Agreements, each of Borrowers and Guarantors, jointly and severally,
hereby represents, warrants and covenants with and to Agent and Lenders as
follows (which representations, warranties and covenants are continuing and
shall survive the execution and delivery hereof and shall be incorporated into
and made a part of the Financing Agreements):

            (a) This Amendment No. 1 has been duly authorized, executed and
delivered by all necessary corporate action on the part of each Borrower and
Guarantor which is a party hereto, and is in full force and effect as of the
date hereof, and the agreements and obligations of Borrowers and Guarantors
contained herein constitute legal, valid and binding obligations of Borrowers
and Guarantors enforceable against them in accordance with their terms.

            (b) All of the representations and warranties set forth in the Loan
Agreement and the other Financing Agreements, each as amended hereby, are true
and correct in all material respects on and as of the date hereof as if made on
the date hereof, except to the extent any such representation or warranty is
made as of a specified date, in which case such representation or warranty shall
have been true and correct as of such date.

            (c) No Default or Event of Default shall exist or have occurred and
be continuing on the date hereof.

            (d) All necessary actions and proceedings required by the Financing
Agreements in connection with this Amendment No. 1, applicable law or regulation
and the transactions contemplated thereby have been duly and validly taken in
accordance with the terms thereof, and all required consents thereto under any
agreement, document or instrument to which Borrowers and Guarantors are a party,
and all applicable consents or approvals of governmental authorities, have been
obtained.

      4. CONDITIONS PRECEDENT. The effectiveness of the amendments contained
herein shall only be effective upon the satisfaction of each of the following
conditions precedent in a manner satisfactory to Agent:

            (a) Agent shall have received, as of the date hereof, this Amendment
No. 1 duly authorized, executed and delivered by the parties hereto.


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            (b) no Default or Event of Default shall exist or have occurred.

      5. EFFECT OF THIS AMENDMENT. This Amendment No. 1 constitutes the entire
agreement of the parties with respect to the subject matter hereof and thereof,
and supersede all prior oral or written communications, memoranda, proposals,
negotiations, discussions, term sheets and commitments with respect to the
subject matter hereof and thereof. Except as expressly amended pursuant hereto
and except for the amendments expressly contained herein, no other changes or
modifications or waivers to the Financing Agreements are intended or implied,
and in all other respects the Financing Agreements are hereby specifically
ratified, restated and confirmed by all parties hereto as of the effective date
hereof. To the extent that any provision of the Loan Agreement or any of the
other Financing Agreements are inconsistent with the provisions of this
Amendment No. 1, the provisions of this Amendment No. 1 shall control.

      6. GOVERNING LAW. The rights and obligations hereunder of each of the
parties hereto shall be governed by and interpreted and determined in accordance
with the internal laws of the State of New York (but excluding any principles of
conflicts of law or other rule of law that would cause the application of the
law of any jurisdiction other than the laws of the State of New York).

      7. BINDING EFFECT. This Amendment No. 1 shall be binding upon and inure to
the benefit of each of the parties hereto and their respective successors and
assigns.

      8. COUNTERPARTS. This Amendment No. 1 may be executed in any number of
counterparts, but all of such counterparts shall together constitute but one and
the same agreement. In making proof of this Amendment No. 1, it shall not be
necessary to produce or account for more than one counterpart thereof signed by
each of the parties hereto. Delivery of an executed counterpart of this
Amendment No. 1 by telecopier shall have the same force and effect as delivery
of an original executed counterpart of this Amendment No. 1. Any party
delivering an executed counterpart of this Amendment No. 1 by telecopier also
shall deliver an original executed counterpart of this Amendment No. 1, but the
failure to deliver an original executed counterpart shall not affect the
validity, enforceability, and binding effect of this Amendment No. 1 as to such
party or any other party.


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      IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to
be duly executed and delivered by their authorized officers as of the day and
year first above written.

                                               BORROWERS

                                               ATLAS AIR, INC.

                                               By: /s/ William C. Bradley
                                                   -----------------------------
                                               Title: Vice President & Treasurer
                                                      --------------------------


                                               POLAR AIR CARGO, INC.

                                               By: /s/ William C. Bradley
                                                   -----------------------------
                                               Title: Vice President & Treasurer
                                                      --------------------------


                                               GUARANTORS

                                               ATLAS AIR WORLDWIDE
                                               HOLDINGS, INC.

                                               By: /s/ William C. Bradley
                                                   -----------------------------
                                               Title: Vice President & Treasurer
                                                      --------------------------


                                               AIRLINE ACQUISITION CORP I

                                               By: /s/ William C. Bradley
                                                   -----------------------------
                                               Title: Vice President & Treasurer
                                                      --------------------------

AGREED:

WACHOVIA BANK, NATIONAL ASSOCIATION,
as successor by merger to Congress Financial Corporation,
as Agent and Lender


By: /s/ Dave Luce
    --------------------
Title: VICE PRESIDENT
       -----------------