Exhibit 10.3.4

                                                                       EXECUTION

                 AMENDMENT NO. 3 TO LOAN AND SECURITY AGREEMENT
                                   AND CONSENT

      THIS  AMENDMENT  NO. 3 TO LOAN AND SECURITY  AGREEMENT  AND CONSENT  (this
"AMENDMENT"),  dated as of October 31, 2005,  among 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 (together with Atlas Holdings, each individually,  a "GUARANTOR" and
collectively,  "GUARANTORS"),  WACHOVIA BANK, NATIONAL ASSOCIATION, 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"), and the parties
to the Loan Agreement as lenders (each individually a "LENDER" and collectively,
"LENDERS").  Unless otherwise defined herein,  all capitalized terms used herein
and defined in the Loan  Agreement  referred to below are used herein as therein
defined.

                              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  (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,  in connection  with the Loan  Agreement,  (i) Polar executed and
delivered to the Agent that certain Aircraft Engines Security Agreement dated as
of November  30,  2004 (the  "POLAR  ENGINES  SECURITY  AGREEMENT"),  (ii) Polar
executed and delivered to the Agent that certain  Aircraft  Spare Parts Security
Agreement dated as of November 30, 2004 (the "POLAR PARTS SECURITY  AGREEMENT"),
(iii) Polar executed and delivered to the Agent that certain  Aircraft  Security
Agreement  dated  as  of  November  30,  2004  (the  "POLAR  AIRCRAFT   SECURITY
AGREEMENT"),  (iv)  Atlas  executed  and  delivered  to the Agent  that  certain
Aircraft  Engines  Security  Agreement  dated as of June 27,  2005  (the  "ATLAS
ENGINES  SECURITY  AGREEMENT") and (v) Atlas executed and delivered to the Agent
that certain  Aircraft Spare Parts Security  Agreement  dated as of November 30,
2004 (the "ATLAS PARTS SECURITY  AGREEMENT"  and,  together with the Polar Parts
Security Agreement, the "PARTS SECURITY AGREEMENTS");

      WHEREAS,  Borrowers have informed  Agent that Borrowers  intend to sell or
otherwise  dispose of  certain  Spare  Parts,  which  Spare  Parts are listed on
SCHEDULE I hereto (the "RELEASED

<PAGE>

SPARE  PARTS"),  pursuant  to  and in  accordance  with  the  terms  of  Section
9.7(b)(ix) of the Loan Agreement;

      WHEREAS, Borrowers have requested that eight Pratt & Whitney JT9D aircraft
engines bearing  manufacturer's serial numbers 702193,  662320,  662503, 662991,
685903,  662473,  688856  and 689166  (collectively,  the  "POLAR  ENGINES")  be
released from the Polar Engines Security Agreement;

      WHEREAS,  Borrowers have requested that one (1) Boeing  747-283B  aircraft
bearing  manufacturer's serial number 21575 and FAA Registration No. N921FT, and
four (4) Pratt & Whitney model JT9D-70A  engines bearing  manufacturer's  serial
numbers 689169,  689167, 689185 and 689184 (collectively,  the "POLAR AIRCRAFT")
be released from the Polar Aircraft Security Agreement;

      WHEREAS,  Borrowers  have requested  that four General  Electric  CF6-50E2
aircraft engines bearing  manufacturer's  serial numbers 517475,  517192, 517598
and 530349 (the "ATLAS  ENGINES") be released  from the Atlas  Engines  Security
Agreement;

      WHEREAS,  Borrowers  have  requested  that the Agent and the  Lenders  (i)
consent to the sale or other disposition of the Polar Aircraft,  (ii) consent to
the use of the Polar  Engines and the Atlas  Engines for spare parts or the sale
or other  disposition of any such engines from time to time  (collectively,  the
"PROPOSED TRANSACTIONS"), (iii) consent to the release of its security interests
and liens in and to the Polar  Aircraft,  Polar  Engines,  Atlas Engines and the
Released  Spare  Parts  (collectively,  the  "RELEASED  ASSETS"),  and (iv) make
certain  other  amendments  to the Loan  Agreement,  and Agent and  Lenders  are
willing to provide such consents and make such amendments,  subject to the terms
and conditions contained herein.

      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:

      A. AMENDMENTS TO LOAN AGREEMENT.

            1.  BORROWING  BASE.  Section  1.24 of the Loan  Agreement is hereby
deleted in its entirety and replaced with the following:

                  "1.24  'Borrowing  Base' shall mean,  at any time,  the amount
equal to:

                        (a)   the sum  of:

                              (i) eighty-five (85%) percent of Eligible Domestic
                              Accounts, PLUS

                              (ii) the lesser of (A) the sum of (1) seventy-five
                              (75%)  percent  of  Eligible   Preferred   Foreign
                              Accounts,  PLUS (2) the lesser of (x)  twenty-five
                              (25%)  percent  of  all  other  Eligible   Foreign
                              Accounts or (y)  $5,000,000,  or (B)  $20,000,000,
                              MINUS


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<PAGE>

                        (b)   Reserves."

            2. MAXIMUM  CREDIT.  Section  1.123 of the Loan  Agreement is hereby
amended  by  deleting  the  text   "$60,000,000"   therefrom  and   substituting
"$50,000,000" in lieu thereof.

            3. ENGINES,  SPARE PARTS AND INVENTORY COVENANTS.  Section 7.3(j) of
the Loan  Agreement  is  hereby  amended  by  deleting  the  text  "$50,000,000"
therefrom and substituting "$30,000,000" in lieu thereof.

      B. AMENDMENT TO THE ATLAS PARTS SECURITY AGREEMENT.  Section 4.2(b) of the
Atlas  Parts  Security   Agreement  is  hereby  amended  by  deleting  the  text
"$50,000,000" therefrom and substituting "$30,000,000" in lieu thereof.

      C. AMENDMENT TO THE POLAR PARTS SECURITY AGREEMENT.  Section 4.2(b) of the
Polar  Parts  Security   Agreement  is  hereby  amended  by  deleting  the  text
"$50,000,000" therefrom and substituting "$30,000,000" in lieu thereof.

      D. RELEASES.

            1. Effective upon the  satisfaction of the conditions  precedent set
forth in SECTION G hereof,  Agent hereby  releases and  terminates  its security
interests  in and  liens  upon the  Released  Assets;  PROVIDED,  THAT,  nothing
contained  herein or otherwise shall be deemed a release or termination by Agent
of any  security  interests  in and liens  upon any  assets of any  Borrower  or
Guarantor  other than the Released  Assets,  all of which shall continue in full
force and effect.

            2.  Concurrently  with the  delivery of this  Amendment,  Agent,  as
Secured Party,  shall duly execute and deliver that certain FAA Partial  Release
in the form attached  hereto as EXHIBIT A (the "POLAR ENGINES  RELEASE"),  which
shall have the effect of releasing the Polar Engines from the security  interest
and lien of the Polar Engines Security Agreement.

            3.  Concurrently  with the  delivery of this  Amendment,  Agent,  as
Secured  Party,  shall duly  execute and deliver that certain FAA Release in the
form attached  hereto as EXHIBIT B (the "POLAR AIRCRAFT  RELEASE"),  which shall
have the effect of releasing the Polar  Aircraft from the security  interest and
lien of the Polar Aircraft Security Agreement.

            4.  Concurrently  with the  delivery of this  Amendment,  Agent,  as
Secured Party,  shall duly execute and deliver that certain FAA Partial  Release
in the form attached  hereto as EXHIBIT C (the "ATLAS ENGINES  RELEASE"),  which
shall have the effect of releasing the Atlas Engines from the security  interest
and lien of the Atlas Engines Security Agreement.

            5. The Polar Engines  Release,  the Polar  Aircraft  Release and the
Atlas Engines Release are collectively referred to herein as the "RELEASES."

            6. The parties hereto agree, at Borrowers'  expense,  to execute and
deliver such further releases,  financing statements,  documents,  agreements or
other  instruments  as may  reasonably  be required to more fully  evidence  the
Releases,  the  release  of any lien on the  Released  Assets  and the  Proposed
Transactions.


                                       3
<PAGE>

      E.  CONSENT.  Subject  to  the  terms  and  conditions  contained  herein,
notwithstanding  anything to the contrary contained in the Loan Agreement or any
of the Financing  Agreements,  and in  accordance  with Section 11.3 of the Loan
Agreement,   the  Agent  and  the  Lenders   hereby   consent  to  the  Proposed
Transactions,  it being understood that the Proposed  Transactions  shall not be
deemed to have been made pursuant to Section 9.7(b)(ix) and/or Section 9.7(b)(x)
of the Loan Agreement.

      F.  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):

            1. This Amendment 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.

            2. All of the  representations  and warranties set forth in the Loan
Agreement  and the other  Financing  Agreements,  each as amended or modified as
contemplated  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.

            3. After giving effect to the consents set forth in SECTION E above,
no Default or Event of Default shall exist or have occurred and be continuing on
the date hereof.

            4. All necessary  actions and proceedings  required by the Financing
Agreements in connection with this  Amendment,  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.

      G. CONDITIONS  PRECEDENT.  This Amendment shall only be effective upon the
satisfaction  of  each  of  the  following  conditions  precedent  in  a  manner
satisfactory to Agent:

            1. Agent shall have received, as of the date hereof, this Amendment,
duly authorized, executed, and delivered by the parties hereto.

            2. After giving effect to the consents set forth in SECTION E above,
no Default or Event of Default shall exist or have occurred and be continuing on
the date hereof.


                                       4
<PAGE>

      H.  EFFECT  OF THIS  AMENDMENT.  This  Amendment  constitutes  the  entire
agreement of the parties with respect to the subject  matter hereof and thereof,
and supersedes 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 agreements  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, the provisions of this Amendment shall control.

      I.  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).

      J. BINDING  EFFECT.  This Amendment shall be binding upon and inure to the
benefit  of each of the  parties  hereto  and their  respective  successors  and
assigns.

      K.  COUNTERPARTS.  This  Amendment  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, 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 by
telecopier  shall  have the same  force and effect as  delivery  of an  original
executed  counterpart  of this  Amendment.  Any  party  delivering  an  executed
counterpart  of this  Amendment  by  telecopier  also shall  deliver an original
executed  counterpart of this Amendment,  but the failure to deliver an original
executed counterpart shall not affect the validity,  enforceability, and binding
effect of this Amendment as to such party or any other party.

      L. FURTHER  ASSURANCES.  The parties  hereto  agree to promptly  take such
action, upon the reasonable request of the Agent or the Lenders as is reasonably
necessary to carry out the intent of this Amendment.

                   REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.
                           SIGNATURE PAGES TO FOLLOW.


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<PAGE>

      IN WITNESS  WHEREOF,  the parties  hereto have caused this Amendment to be
duly executed and delivered by their authorized  officers as of the day and year
first above written.

AGENT:                                         BORROWERS:

WACHOVIA BANK, NATIONAL                        ATLAS AIR, INC.
ASSOCIATION,
as successor by merger to Congress Financial   By: /s/ Dorinda Pannozzo
Corporation, as Agent                              -----------------------------
                                                      DORINDA PANNOZZO
By: /s/ Dave Luce                                     STAFF VICE PRESIDENT
    -------------------------------            Title: ASSISTANT TREASURER
Title: VICE PRESIDENT                                 --------------------------
       ----------------------------
                                               POLAR AIR CARGO, INC.
LENDERS:
                                               By: /s/ William C. Bradley
WACHOVIA BANK, NATIONAL                            -----------------------------
ASSOCIATION,                                   Title: Vice President & Treasurer
as successor by merger to Congress Financial          --------------------------
Corporation
                                               GUARANTORS:
By: /s/ Dave Luce
    -------------------------------            ATLAS AIR WORLDWIDE
Title: VICE PRESIDENT                          HOLDINGS, INC.
       ----------------------------
                                               By: /s/ Michael L. Barna
                                                   -----------------------------
                                               Title: Senior Vice President
                                                      Chief Financial Officer
                                                      --------------------------


                                               AIRLINE ACQUISITION CORP I

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