UNITED STATES
               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C.  20549
                          ____________
                                
                          FORM 10-K/A-2

[X]  ANNUAL  REPORT  PURSUANT  TO SECTION  13  OR  15(d)  OF  THE
     SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

     For fiscal year ended   December 31, 1996

                               OR

[ ]  TRANSITION  REPORT PURSUANT TO SECTION 13 OR 15 (d)  OF  THE
     SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]


Commission File No. 0-25732
                        ______________

                        ATLAS AIR, INC.
     (Exact name of registrant as specified in its charter)

          Delaware                      84-1207329
(State or other jurisdiction of        (I.R.S. Employer
incorporation or organization)          Identification No.)


538 Commons Drive, Golden, Colorado                    80401
(Address of principal executive offices)             (Zip Code)

Registrant's  telephone number, including area code:(303)526-5050

Securities registered pursuant to Section 12(b) of the Act:  None

Securities  registered  pursuant to Section  12(g)  of  the  Act:
Common Stock, par value $.01 per share

      Indicate by check mark whether the registrant (1) has filed
all  reports required to be filed by Section 13 or 15(d)  of  the
Securities  Exchange Act of 1934 during the preceding  12  months
(or  for such shorter period that the registrant was required  to
file  such  reports),  and (2) has been subject  to  such  filing
requirements for the past 90 days.  Yes [X] No [ ]

      Indicate  by check mark if disclosure of delinquent  filers
pursuant  to  Item  405  of Regulation  S-K  (  229.405  of  this
chapter)  is not contained herein, and will not be contained,  to
the  best  of  registrant's knowledge,  in  definitive  proxy  or
information statements incorporated by reference in Part  III  of
this Form 10-K or any amendment to this Form 10-K.  [X]

      The  aggregate market value of voting stock  held  by  non-
affiliates  of the registrant at March 14, 1997 was  $526,177,000
(based on the average bid and asked price of $23 7/16 as reported
on the Nasdaq National Market).

              DOCUMENTS INCORPORATED BY REFERENCE

  Description of document            Part of the Form 10-K

Portions of the Definitive           Part III
Proxy Statement to be used           (Item 10 through Item 13)
in connection with the
registrant's 1997 Annual
Meeting of Stockholders.


                           SIGNATURES

   Pursuant  to  the requirements of Section 13 or 15(d)  of  the
Securities  Exchange Act of 1934, the Registrant has duly  caused
this  Report  to  be  signed on its behalf  by  the  undersigned,
thereunto duly authorized, on the 14th day of July, 1997.


                                   ATLAS AIR, INC.
                                   
                                   
                                   
                                   By: /s/ Richard H. Shuyler
                                   Richard H. Shuyler
                                   Senior Vice President-Finance,
                                   Chief Financial Officer
                                    and Treasurer


PART IV

ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON
FORM 8-K

 (a)(1) Financial Statements

  Index to Consolidated Financial Statements                F-1
  Report of Independent Public Accountants                  F-2
  Consolidated Balance Sheets                               F-3
  Consolidated Statements of Operations                     F-4
  Consolidated Statements of Stockholders' Equity           F-5
  Consolidated Statements of Cash Flows                     F-6
  Notes to Consolidated Financial Statements                F-7

 (a)(2) Financial Statement Schedules

 None required.

 (a) (3) List of Exhibits

Exhibit
 No.                                   Description

 +2.1        -  Plan of Reorganization
                and Merger Agreement dated as of July 12, 1995 by
                and between Holdings and the Company.
  +3.2        - Restated Certificate  of
                Incorporation of the Company.
  +3.3        - Amended and Restated By-Laws of the Company.
 ++4.1      -   Form  of   Indenture
                between  the  Company  and First  Fidelity  Bank,
                N.A., as Trustee.
 ++4.2        - Form of Second Indenture
                between  the  Company  and First  Fidelity  Bank,
                N.A., as Trustee.
 ++4.3       -  Form  of Pass  Through
                Trust  Agreement  between the Company  and  First
                Fidelity  Bank, N.A., as Trustee  (with  form  of
                Pass  Through  Certificate  attached  as  exhibit
                thereto).
 ++4.4       -  Form  of Pass  Through Trust
                Agreement between the Company and First  Fidelity
                Bank, N.A., as Trustee (with form of Pass Through
                Certificate attached as exhibit thereto).
 **5.1        - Opinion of Cahill Gordon
                & Reindel as to the legality of the Certificates
 +10.14      -  Boeing 747 Maintenance
                Agreement  dated  January 1,  1995,  between  the
                Company and KLM Royal Dutch Airlines, as amended.
 +10.15      -  Atlas Air,  Inc.  1995
                Long Term Incentive and Stock Award Plan.
 +10.16       - Atlas Air, Inc. Employee Stock Purchase Plan.
 +10.17       - Atlas Air, Inc.  Profit  Sharing Plan.
 +10.18       - Atlas  Air, Inc.  Retirement Plan.
++10.19       - Employment  Agreement
                between the Company and Michael A. Chowdry.
++10.20      -  Employment  Agreement between the Company 
                and Richard H. Shuyler.
++10.21      -  Employment  Agreement
                between the Company and Clark H. Onstad.
++10.23      -  Employment  Agreement
                between the Company and James T. Matheny.
 +10.26      -  Maintenance  Agreement
                between   the  Company  and  Hong  Kong  Aircraft
                Engineering Company Limited dated April 12, 1995,
                for   the   performance  of  certain  maintenance
                events.
 +10.28      -  Secured Loan Agreement
                by  and  between  Atlas  One  and  Internationale
                Nederlanden  Aviation  Lease  B.V.  dated  as  of
                December  30,  1994, including  Amendment  No.  1
                thereto and certain related agreements.
 +10.30     -   Conditional    Sales
                Agreement dated as of September 22, 1994  by  and
                between  Lufthansa  and the Company  relating  to
                B747-230 aircraft, registration D-ABYS.
 +10.31     -   Conditional    Sales
                Agreement dated as of September 22, 1994  by  and
                between  Lufthansa  and the Company  relating  to
                B747-230 aircraft, registration D-ABYL.
 *10.36     -   Aircraft   Purchase
                Agreement,  dated as of January 19, 1996  between
                Langdon Asset Management, Inc. and the Company.
**10.51      -  Employment  Agreement
                dated  as  of April 19, 1996 between the  Company
                and Mickey P. Foret.
  10.52      -  Employment Agreement dated as of November  18,
                1996 between the Company  and  R. Terrence Rendleman.
  10.53      -  Secured Loan Agreement by and between the Company
                and Finova Capital Corporation dated April 11, 1996.
  10.54      -  Second  Amended   and
                Restated  Credit Agreement among the Company  and
                the  Lenders listed therein, Goldman Sachs Credit
                Partners L. P. (as syndication agent) and Bankers
                Trust  Company  (as Administrative  Agent)  dated
                February 28, 1997.
***10.55    -   Engine   Maintenance
                Agreement   betweeen  the  Company  and   General
                Electric Company dated June 6, 1996.
  +16.1      -  Letter dated July  21,
                1995  from  Ernst & Young to the  Securities  and
                Exchange Commission.
  +21.1      -  Subsidiaries  of the  Registrant.
 **23.1      -  Consent of Independent Public Accountants.
 **23.2      -  Consent of Cahill Gordon & Reindel (included  in
                Exhibit 5.1).
   23.3      -  Consent of Independent Public Accountants.
 **24.1      -  Powers of Attorney (set forth on the  signature
                page of the Registration Statement).
   27        -  Financial Data Schedule.
_______________________
+    Incorporated  by reference to the exhibits to the  Company's
     Registration Statement on Form S-1 (No. 33-90304).
++   Incorporated  by reference to the exhibits to the  Company's
     Registration Statement on Form S-1 (No. 33-97892).
*    Incorporated  by reference to the exhibits to the  Company's
     Registration Statement on Form S-1 (No. 333-2810).
**   Previously filed.
***  Portions  of  this  document,  for  which  the  Company  has
     requested  confidential treatment, have  been  redacted  and
     filed   separately   with   the  Securities   and   Exchange
     Commission.

 (b)  Reports on Form 8-K

  No  reports on Form 8-K have been filed during the last quarter
of the period covered by this report.












                          EXHIBIT 10.55
                                
               SECURITIES AND EXCHANGE COMMISSION
                     WASHINGTON, D.C. 20549
                                
                                
                     CONFIDENTIAL TREATMENT
                                
                                
                         ATLAS AIR, INC.
     (Exact name of registrant as specified in its charter)
                                






                  ENGINE MAINTENANCE AGREEMENT
                             Between
                         ATLAS AIR, INC.
                               and
                    GENERAL ELECTRIC COMPANY




        PORTIONS OF THIS DOCUMENT, FOR WHICH THE COMPANY
           HAS REQUESTED CONFIDENTIAL TREATMENT, HAVE
           BEEN REDACTED AND FILED SEPARATELY WITH THE
               SECURITIES AND EXCHANGE COMMISSION.
                                
                 CONFIDENTIAL TREATMENT HAS BEEN
                REQUESTED FOR BRACKETED MATERIAL
                          "[        ]"









                    Proposal No. ESD-96-232I
                           June, 1996
      This Proposal Shall Remain Valid Through June 7,1996




                     PROPRIETARY INFORMATION



                 PROPRIETARY INFORMATION NOTICE

The information contained in this document is disclosed in
confidence. It is the property of GE and shall not be used,
disclosed to others, or reproduced without the express written
consent of GE. If consent is given for reproduction in whole or
in part, this notice shall appear on any such reproduction, in
whole or in part.



                        TABLE OF CONTENTS

Article        Description

          Title Page
          Proprietary Information Legend
          Table of Contents
          Recitals

          Section 1- Commercial Terms

I.        Introduction
II.       Price and Price Adjustment
III.      Terms of Payment

          Section 2 - Technical

I.        Scope of Work
II.       GE Obligations
III.      Buyer Obligations
IV.       [    ]
V.        Term of Agreement
VI.       Entire Agreement and Amendments

          Section 3 - Appendices

A.        Glossary
B.        Engine Serial Numbers and Aircraft Delivery Schedule
C.        [    ]
D.        MCPH Price Adjustment
E.        [    ]
F.        Supplemental Work Definition and Pricing
F-1       Fixed Price Labor
G.        Bench Stock Pricing
H.        Special Provisions

Attachment I: Terms and Conditions


PORTIONS OF THIS DOCUMENT, FOR WHICH THE COMPANY HAS REQUESTED
CONFIDENTIAL TREATMENT, HAVE BEEN REDACTED
AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR BRACKETED MATERIAL



              CF6-50E2 ENGINE MAINTENANCE AGREEMENT

THIS AGREEMENT, by and between General Electric Company, a
corporation organized and existing under the law of the State of
New York, U.S.A. and having an office in Cincinnati, Ohio,
("GE"), and Atlas Air, Inc., a corporation organized under the
law of Delaware, with its principal place of business at Building
243, John F. Kennedy International Airport, Jamaica, New York, USA
("Buyer").

                            RECITALS

WHEREAS, GE, maintains and operates an approved United
States Federal Aviation Administration ("FAA") Repair
Station holding Certificate No.: PR3R772L for the repair,
maintenance, overhaul, modification, and functional testing
of aircraft engines, engine accessories, parts, and components
thereof; and

WHEREAS, Buyer has expressed its desire to have GE perform
modification and/or repair services and/or refurbishment
services ("Services") on Buyer's CF6-50E2 Engines, Engine
Modules, Engine Maintenance Units, and Engine Parts, which
Engines, Engine Modules, Engine Maintenance Units, and
Engine Parts are hereinafter sometimes referred to
respectively as the "Engines," "Modules," "EMU'S," and
"Parts," or collectively as the "Equipment",

NOW THEREFORE, in consideration of the foregoing and of the
mutual covenants and conditions herein contained, the
parties hereto agree as follows:


                   SECTION 1- COMMERCIAL TERMS

                    ARTICLE I. - INTRODUCTION

A. Coverage

This Engine Maintenance Agreement ("the Agreement") will
cover the maintenance of CF6-50E2 Engines operated by Buyer
in its B747 aircraft fleet ("Eligible Engines") as follows:

l.   Services covered on a Maintenance Cost Per Hour ("MCPH")
basis as specified in Section 2 - Article I., "Scope of Work",
Paragraph A., below; and,

2.   Other Services covered on a Time and Material ("T&M")
basis and defined in Section 2 - Article I., "Scope of Work",
Paragraph B., as "Supplemental Work", below.

3.   This Agreement shall remain in full force and effect until
September 30, 2006, in accordance with the provisions of Section
2 - Article V., below, unless extended by mutual agreement or, at
GE's option, to achieve up to one hundred twenty(120) months
coverage under this Agreement for individual Engines added after
the Effective Date. Services set forth in this Agreement shall
commence thirty (30) days after the Effective Date.

B.   Specification

The Buyer's CF6-50E2 Engines will be inspected, Repaired,
modified, and tested in accordance with GE's MCPH Engine
Repair Specification in coordination with FAA approved
manufacturer's Engine Manuals and Service Bulletins and
other associated technical documents.

C.   Configuration

Buyer and GE shall mutually define an external Equipment
configuration specification for Equipment to be covered
under this Agreement.


            ARTICLE II. - PRICE AND PRICE ADJUSTMENT

A.   Contract Parameters

The MCPH Rate is predicated on the parameters set forth
below:

1.   A fleet of fifteen (15) B747 aircraft, powered by
CF6-50E2 Engines, to be identified by serial number and estimated
to be delivered as set forth in Appendix "B" attached hereto,
operated by Buyer for the duration of this Agreement. The fifteen
(15) aircraft will consist of fifteen (15) of the next seventeen
(17) CF6-50E2 Engine powered B747 aircraft delivered to Buyer on
or after January 1, 1996, to account for the possible assignment
of two (2) aircraft to another Repair source as a result of a
prior Buyer Commitment. The term of this Agreement may be
extended to cover Engines not in the MCPH program at the
Effective Date for up to one hundred twenty (120) months, at GE's
option.

2.   [         ]

3.   [         ]

4.   [         ]

5.   Line Maintenance performed by Buyer.

6.   Engine spares and Equipment quantity as set forth in Section
2 - Article II., below, for Buyer's Fleet of Fifteen(15) B747
Aircraft.

The parameters will be evaluated by GE quarterly. Buyer
shall provide information relative to Engines covered by
this Agreement, at GE's request, in accordance with a
mutually agreed upon format. Should either party determine
that Buyer has deviated from the parameters specified above,
and that such deviation shall have a significant impact upon
the Base Price per Engine Flying Hour ("EFH"), the parties
shall negotiate an equitable adjustment thereto. With respect to
aircraft deliveries delinquent to that contemplated in Appendix
"B", GE's sole remedy shall be an extension of the term of the
Agreement to achieve the same total fleet EFH as would have
occurred had the fifteen (15) aircraft fleet been delivered in
accordance with Appendix "B".

B.   Base Pricing

The Base Year for Prices specified in this Agreement is
[    ]. All Base Prices(s) are stated in United States Dollars
per EFH.

C.   MCPH Rate

1.   Base Price

Base Prices are as follows:

                                                  Total
Contract  Years of       Basic Engine   LLP Price Base Price
Period    Operation      Price Per EFH  Per EFH   Per  EFH
Years 1-3  10/1/96-9/30/99    [    ]    [    ]    [    ]
Years 4-11 10/1/99-9/30/06    [    ]    [    ]    [    ]

MCPH rate is applicable on all EFH covered by this Agreement
commencing with the effective date of the Agreement and the term
"MCPH Rate" may be used to refer to the Basic Engine Price Per
EFH, the LLP Price Per EFH or inclusively refer to both. Basic
Engine Price includes [  ].

2.   Price Adjustment

The Base Price shall be adjusted for fluctuation of the economy
[         ] and reconciliation factors as described in Appendix "D", 
hereto.

D.   Supplemental Work Price

Supplemental Work shall be charged as set forth in Appendix "F",
hereto.

E.   Addition or Removal of Engines

l.   Addition of Engines under this Agreement shall be as
follows:

a.   Engines over and above those contemplated by Paragraph
A.1. of this Article II., which are transitioned into the
Buyer fleet after the execution of this Agreement, will be
included at Buyer's written request and GE's concurrence.
Such written request shall include Engine serial number, aircraft
identification (including previous owner), TSN, TSLV, CSN, CSLV
and Component identification by serial number.

b.   Inclusion shall be mutually agreed upon and the date for
inclusion may be retroactive. Engines requested by Buyer to be
included in MCPH will be evaluated by GE and the parties will
negotiate any adjustment to the MCPH pricing considering, but not
limited to, LLP life remaining, Engine age versus fleet average
and workscope for the Engine's last shop visit. Engines will be
included in MCPH after such negotiation.

2.   Removal of Engines from this Agreement shall be as
follows:

Selection of Engines to be phased out of this Agreement
shall be mutually agreed upon by GE and Buyer. GE and Buyer
shall negotiate any adjustment to the MCPH Rate and/or
credits, if applicable.

3.   Basis for Addition Over And Above Those Contemplated By
Paragraph A.1. Of This Article II. or Removal of Engines Listed
In Appendix "B".

a.   Adjustments for addition or removal of used Engines,
listed in Appendix "B", to/from MCPH will consider, but
not be limited to, GE maintenance cost baselines, severity
ratios, time/cycles since new, workscope history, EGT
margin and life limited part replacement experience.

b.   New Engines may be added to MCPH during any Pricing
Period at a Rate no higher than the then current Rate for
that Pricing Period included in the Agreement. At the completion
of each year, GE will propose and the parties shall negotiate
adjustments to subsequent Pricing Periods to account for the
addition of the New Engines during that year. In the event the
parties, after good faith negotiations, cannot reach agreement on
adding new Engines to MCPH, such new Engines may, at Buyer's
election, be Repaired as Supplemental Work. New Engines are
defined as those with zero (0) flying hours time since new.

c.   Used Engines may be added to MCPH on the same basis as
specified in Paragraph b., above, for new Engines after
Buyer, at its option, either (1) makes payment to GE in a
lump sum an amount equal to the then current MCPH Rate multiplied
by the EFH for that used Engine since new or its last shop visit,
whichever occurred last, or (2) such used Engine has been
Redelivered to Buyer after Buyer has Delivered the used Engine to
GE for a shop visit on a Supplemental Work basis.

F.   [    ]
     [    ]

PORTIONS OF THIS DOCUMENT, FOR WHICH THE COMPANY HAS REQUESTED
CONFIDENTIAL TREATMENT, HAVE BEEN REDACTED
AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR BRACKETED MATERIAL

                 ARTICLE III. - TERMS OF PAYMENT

A.   MCPH:

Buyer shall remit to GE,[     ] an amount equivalent to the
actual EFH for Buyer's fleet for the preceding month, multiplied
by the applicable MCPH rate  as adjusted in accordance with the
provisions of Appendix "D".[       ]

B.   All payments hereunder shall be made in United States
Dollars via electronic funds transfer to the account of GE
at:

                    Pittsburgh National Bank
                    Account No. 2-158944
                    ABA # 043000096
                    Pittsburgh PA 15264-0950

C.   Subject to GE's then current credit and collection status
for the Buyer, or, in the event Buyer's account becomes
delinquent, GE reserves the right to impose different terms of
payment and collection.


D.   Payment for any Services performed by GE as Supplemental
Work, performed pursuant to the provisions of Appendix "F"
Paragraph II., of this Agreement, shall be made by Buyer within
thirty (30) days after date of invoice. Any disputed invoiced
amounts withheld by Buyer shall be resolved by the parties and,
upon resolution, shall be paid within thirty (30) days of such
resolution. Undisputed invoiced amounts shall be due thirty (30)
days after the date of the initial invoice.

PORTIONS OF THIS DOCUMENT, FOR WHICH THE COMPANY HAS REQUESTED
CONFIDENTIAL TREATMENT, HAVE BEEN REDACTED
AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR BRACKETED MATERIAL

                      SECTION 2 - TECHNICAL

                   ARTICLE I. - SCOPE OF WORK

A.   Scope of MCPH:

1.   MCPH Qualifying Shop Visits

Buyer's Engines meeting any of the following criteria shall be
eligible for maintenance on a MCPH basis("Qualifying Shop
Visit"):

a.   The shop visit is necessary to correct a known defect,
failure, or performance deterioration which is beyond service
limits and cannot be corrected on-wing (See Paragraph e., below).

b.   The shop visit is necessary to comply with an Airworthiness
Directive issued by the FAA or with recommendations contained in
GE's Mandatory Compliance Service Bulletins.

c.   The shop visit is necessary to comply with a GE written
recommendation requiring shop visits of Engines at scheduled
intervals.

d.   The shop visit is necessary to replace Life Limited
Parts ("LLP").

e.   The shop visit is necessary because troubleshooting in
accordance with the applicable Engine Maintenance Manual
by Buyer on-wing could not resolve the problem. Such
Qualifying Shop Visits shall be included as MCPH Qualifying
Shop Visits if GE's designated Senior Field Service
Representative or his duly authorized alternate is in
agreement that required maintenance could not reasonably
have been accomplished on-wing.

f.   The shop visit occurs as maintenance for convenience with
prior written concurrence from GE.

                  ARTICLE II. - GE OBLIGATIONS

A.   Services to be provided by GE for Qualifying Shop Visits and
other MCPH Support are:

1.   Except as provided for in Paragraph l.c., below and as
specified in Appendix "F", provide all labor, Materials, and
Parts (new or Repaired Serviceable) whether the effort is
performed at GE's facility, an off-site location, or
subcontracted, for refurbishment or Repair necessary to:

a.   Return a Buyer owned Engine to Serviceable condition.

b.   Repair or replace LLP.

c.   Comply with Airworthiness Directives ("AD"), issued by
the FAA, and OEM mandatory Compliance Service Bulletins;
[    ].

d.   Repair "Other FOD" (as defined in Appendix "A").

e.   [         ]

f.   [         ]

2.   Perform out station Repairs, which may otherwise require a
shop visit, at GE's option, to avoid a shop visit at GE's
designated Repair facility.

3.   Services associated with the purchase, warehousing and
control of Rotable Inventory or use of Rotable Parts used to
support Qualifying Shop Visits.

4.   All labor, Material and fees associated with Engine
testing or use of test cell, including fuel and oil for
Qualifying Shop Visits.

5.   GE will assign a Program Manager who will be the point
of contact for Buyer with respect to Services specified in
this Agreement. The Program Manager will be responsible for:

a.   Defining the work to be accomplished for each Qualifying
Shop Visit [        ].

b.   Assist Buyer with Supplemental Work requirements to be
performed under this Agreement.

c.   Maintaining the necessary liaison between GE and Buyer.

d.   Provide Buyer's authorized personnel with reasonable
access to Buyer's Equipment, when such Equipment is in GE's
possession, and to the maintenance records related to
Buyer's Equipment.

e.   Develop with Buyer, on a monthly basis, an estimated
input schedule ("EIS") of Buyer's Equipment to be provided
to GE for Repair hereunder. The EIS shall identify by serial
number the Engine(s) to be delivered during the following
six (6) month period and the general workscope to be
performed on each. GE shall use its best efforts with
respect to the accuracy and completeness of the data
contained in the EIS.

f.   Ensure that all routine correspondence from GE to Buyer
relative to the administration of the Agreement, except for
formal Notices under Paragraph VI. of Attachment "I" to
this Agreement, shall be directed to the attention of:

Atlas Air, Inc.:
538 Commons Drive
Golden, Colorado, 80401
Attention:

6.   GE will provide engineering support services for Eligible
Engines as follows:

a.   Develop a mutually agreeable maintenance plan, including
Repair Specification, and plan for removal and input of Engines
into GE's designated facility [         ] commencing within
thirty(30) days of the Effective Date, to be completed and
approved by the FAA prior to Buyer operational service of the
aircraft.

b.   Maintain current files on published CF6 Service Bulletins, 
engineering specifications, and applicable Repair documents 
as well as their application and introduction to Buyer's
Equipment.

c.   Notify Buyer of any deviations found to Buyer's configuration
specification on Equipment coming into the shop for Repair and
request disposition of same.

d.   Provide Engine test logs and Service Bulletin introductin status
for each Engine Redelivered to Buyer.

e.   Provide a findings report stating any damage detected and Repair(s)
accomplished, including photographs, (if any).

7.   Documentation

a.   GE will provide the following records to Buyer, [     ] at the time
the Equipment is Redelivered to Buyer:

1)   Major Repair/Alteration Certification FAA No. 337 (including AD
Compliance).

2)   Life Limited Parts Log.

3)   Serviceable Tag.

4)   Original records and related documentation for all work performed by
GE during Repair.  A copy of all such records and related documentation 
shall be retained by GE.

5)   Incoming Inspection Report.

6)   Off/On Log.

7)   Service Bulletin Status Report.

8)   AD Status Report.

9)   Test Cell Data Summary Sheet.

b.   GE will provide a Shop Findings Report to Buyer within
thirty (30) days after Equipment is Redelivered to Buyer.

8.   Transportation

a.   Buyer shall arrange and coordinate all transportation. GE
shall, for each Qualifying Shop Visit, credit the cost of
domestic (forty-eight contiguous States) ground transportation of
Buyer's Equipment to and from GE's designated Repair facility.[
]Delivery and Redelivery are defined in Appendix "A".

b.   GE shall provide maintenance services, as required, for
Buyer's Equipment transportation stands and containers while at
GE's facility.

B.   [         ]
     [         ]

C.   Workmanship

Notwithstanding the provisions of Attachment "I" - Paragraph XX.
"Warranty", below, the parties agree that with respect to Buyer's
Equipment Repaired and Redelivered under this Agreement[
]if Buyer discovers an alleged defect in
workmanship within twelve (12) calendar months of
Redelivery or one thousand (1,000) EFH from Redelivery,
whichever comes first, and Buyer provides written notice
to GE of such defect within thirty (30) days of its
discovery, GE shall pay any direct costs for Engine Repairs
resulting therefrom. The foregoing shall constitute the sole
remedy of Buyer and the sole liability of GE for repair of
defective workmanship, relative to Buyer's Equipment covered
by this Paragraph C.

PORTIONS OF THIS DOCUMENT, FOR WHICH THE COMPANY HAS REQUESTED
CONFIDENTIAL TREATMENT, HAVE BEEN REDACTED
AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR BRACKETED MATERIAL

                ARTICLE III. - BUYER OBLIGATIONS

A.   During the term of this Agreement, Buyer shall:

l.   Deliver to GE's facility or make otherwise accessible to GE
all Equipment from Buyer's fleet of CF6-5OE2 Engines, as
specified in Appendix "B", requiring Repair. However, GE
shall have the option to perform Repairs with a field team at
other locations.

2.   Provide to GE's authorized personnel reasonable access to
Buyer's Equipment when such Equipment is in Buyer's
possession, as well as to all operating and maintenance
records maintained by Buyer related to Buyer's Equipment.

3.   Make every reasonable effort to provide incoming
transportation information in writing to GE within at least
three(3) calendar days prior to Delivery of Buyer's Equipment at
GE's facility.

4.   Designate in writing one (1) or more of its employees as a
representative during the term of this Agreement. Such
representative(s) shall represent Buyer hereunder.

5.   Develop with GE, on a monthly basis, an EIS of Buyer's
Equipment to be provided to GE for Repair hereunder. The EIS
shall identify by serial number the type of Equipment, quantities
and general workscope expected to be delivered to GE during the
next six (6) months. Buyer shall utilize its best efforts with
respect to the accuracy and completeness of the data contained in
the EIS.

6.   Provide all Line Maintenance and Line Station Support
including but not limited to labor, Materials and services
associated with the purchase, warehousing and control of rotable
Line Replaceable Units.

7.   [         ]

8.   Supply to GE complete historical information to facilitate
Repairs hereunder which shall include, at a minimum, the
following:

a.   Total Engine Operating Time Since New ("TSN").

b.   Time Since Last Visit ("TSLV").

c.   Cycles Since New ("CSN").

d.   Cycles Since Last Visit ("CSLV").

e.   Reason for this shop visit.

f.   LRU In/Out Sheet during operating period prior to this shop
visit and reason for removal, using Buyer's best reasonable
efforts.

g.   TSN, CSN on all LLP.

Parts replaced hereunder due to lack of adequate records, as
specified above, will be at Buyer's expense; however, prior to
replacing such Parts, GE will first advise Buyer that certain
records are missing and allow Buyer five (5) working days to
acknowledge and forward such records to GE. If, after the
allotted five (5) working days, the records are not complete, GE
will assume that the time and cycles as specified in Buyer
supplied historical information have expired on all Life Limited
Parts for which there is a lack of record and GE's obligation to
provide a lease Engine, as specified in Article II. of this
Section 2, shall be cancelled for that shop visit.

9.   Provide to GE an external Equipment configuration
specification for Equipment, pursuant to Section I - Article I.,
Paragraph C., above.

10.  Ensure that adequate office space, parking, telephone,
facsimile and computer equipment is available for the GE
technical representative assigned to the Buyer facility, as
applicable.

11.  Maintain a minimum of ten (10) Spare Engines, including
three Engines to support work-in-process (also referred to as
"Pipeline Spares"), to be made available in accordance with the
schedule set forth in Appendix "B", in support of the fifteen
(15) aircraft fleet.

[         ]
[         ]

PORTIONS OF THIS DOCUMENT, FOR WHICH THE COMPANY HAS REQUESTED
CONFIDENTIAL TREATMENT, HAVE BEEN REDACTED
AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR BRACKETED MATERIAL

                ARTICLE V. - TERMS OF AGREEMENT

This Agreement shall commence upon execution of this Agreement by
both parties, or the latter of the two signature dates if the
parties do not sign concurrently ("Effective Date") and shall
remain in full force and effect until September 30, 2006, unless
extended in writing by mutual agreement or in accordance with
Section I., Article II., Paragraph A.1., as a result of exercise
of option in accordance with Section I., Article II., Paragraph
F., or until terminated by either party as provided for in
Attachment "I", Paragraph I. "Termination".

          ARTICLE VI. - ENTIRE AGREEMENT AND AMENDMENTS

This Agreement, together with Appendices "A" - "H" and
Attachment "I", contains and constitutes the entire understanding
and agreement between the parties hereto respecting the subject
matter hereof, and supersedes and cancels all previous
negotiations, agreements, commitments, and writings in connection
herewith. This Agreement may not be released, discharged,
abandoned, supplemented,
changed, or modified in any manner, orally or otherwise, except
by an instrument in writing of concurrent or subsequent date
signed by a duly authorized officer
or representative of each of the parties hereto.

IN WITNESS WHEREOF, the GE and Buyer have caused this
Agreement to be signed in duplicate by their duly authorized
officers and representatives as of the date written below.

For and On Behalf Of:         For and On Behalf Of:

General Electric Company      Atlas Air, Inc.
By: /s/J R Malone             By: /s/ Mickey P. Foret
Title: Director of Sales      Title: President
Date: June 6, 1996            Date: June 6, 1996
     (the "Effective Date")        (the "Effective Date")

                     SECTION 3 - APPENDICES

                          APPENDIX "A"

                            GLOSSARY

For purposes of this Agreement, the following terms shall be
defined as follows:

A.   Buyer's Fleet

CF6-50E2 Engine powered B747 aircraft operated by Buyer.

B.   Component

Parts joined together to form a subassembly or unit of the
Equipment.

C.   Delivery

The date on which Buyer's Equipment is Delivered Duties Paid
("DDP") GE's designated Repair facility (Incoterms 1990) for the
purpose of Repair, except for those instances referring to
delivery of aircraft.

D.   Engine Caused Failure

The failure of an Engine or an Engine Part which is the sole
cause for Engine Removal.

E.   Engine Maintenance Unit ("EMU")

A major serialized portion of the Engine originally sold by GE as
a new or used, serviceable assembly.

F.   Equipment

Buyer's CF6-50E2 Engines, Engine Modules, Engine Maintenance
Units, and Engine Parts collectively referred to as "Equipment".


G.   Foreign Object Damage ("FOD")

"Major FOD"  [      ]

"Other FOD"  [      ]

H.   GE

The term "GE" shall include GE, and its affiliated companies (as
presently and hereinafter constituted) and directors, officers,
employees, agents, vendors or suppliers of GE and its affiliated
companies.

I.   Life Limited Part

A Part with an approved limitation on use in cumulative hours or
cycles, which either the original equipment manufacturer or the
FAA establishes as the maximum period of allowable operational
time for all such Parts in airline service, with periodic Repair
and restoration. Also known as "Ultimate Life Part".

J.   Material

All items purchased, supplied, or fabricated and utilized during
maintenance of the Equipment or incorporated in and made a part
of the Equipment. Used collectively to describe all Parts,
Components, Expendables, Rotables and supplies required for the
maintenance of the Equipment.

K.   Redelivery

After Repair, the date on which GE offers for acceptance and
ships Ex Works, GE's designated Repair facility (Incoterms 1990)
Buyer's Equipment.

L.   Repair

The teardown or disassembly, inspection, Repair, maintenance,
overhaul, modification, Parts replacement, where necessary, and
reassembly and test, when applicable, of Buyer's Equipment.

M.   Rotable Inventory

Serviceable Engine Module, EMU, or Component which is exchanged
for like hardware which requires Repair for which Turn Time
exceeds the allotted Repair flow time associated with same.

N.   Serviceable

An item of Equipment which meets all GE and FAA specified
standards for airworthiness following Repair and has no known
defects which would render it unfit for service, in accordance
with the Engine Specification.

O.   Turn Time

The number of calendar days between input of Buyer's Equipment
into GE's facility for Repair and Redelivery to Buyer.

PORTIONS OF THIS DOCUMENT, FOR WHICH THE COMPANY HAS REQUESTED
CONFIDENTIAL TREATMENT, HAVE BEEN REDACTED
AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR BRACKETED MATERIAL


                          APPENDIX "B"

      ENGINE SERIAL NUMBERS AND AIRCRAFT DELIVERY SCHEDULE

     Installed           Spare               Estimated
Engine Quantity     Engine Quantity      Delivery Schedule

     4                   1              4th Quarter 96
     8                   1              1st Quarter 97
     8                   1              2nd Quarter 97
     8                   2              3rd Quarter 97
     12                  2              4th Quarter 97
     12                  2              1st Quarter 98
     8                   1              2nd Quarter 98

Engine serial numbers to be added as Buyer purchases aircraft.


                          APPENDIX "C"

                           [         ]

     Nomenclature                       Turn Time

[                   ]              [                   ]

PORTIONS OF THIS DOCUMENT, FOR WHICH THE COMPANY HAS REQUESTED
CONFIDENTIAL TREATMENT, HAVE BEEN REDACTED
AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR BRACKETED MATERIAL

                          APPENDIX "D"

                      MCPH PRICE ADJUSTMENT

[         ]

A.   For the purpose of this paragraph, the following definitions
apply:

1.   The annual average Composite Price Index ("CPI") shall
mean a price index which is derived by[      ].

[         ]

2.   The Base Price ("BP") shall be the price stated in Paragraph
C.1. of Section 1., Article II. of this Agreement.

3.   The Base Year ("BY") shall be [    ].

4.   [         ]

5.   The CPI shall be calculated in accordance with Paragraph
I.A., above.

B.   The price(s) for any [   ] shall be adjusted in accordance
with the following formula:

               [                        ]

C.   [         ]




II.  Reconciliation:

A.   The following reconciliations shall be made during the term
of this Agreement:

[              ]


PORTIONS OF THIS DOCUMENT, FOR WHICH THE COMPANY HAS REQUESTED
CONFIDENTIAL TREATMENT, HAVE BEEN REDACTED
AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR BRACKETED MATERIAL

                          APPENDIX "E"
                           [         ]

[         ]

PORTIONS OF THIS DOCUMENT, FOR WHICH THE COMPANY HAS REQUESTED
CONFIDENTIAL TREATMENT, HAVE BEEN REDACTED
AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR BRACKETED MATERIAL

                          APPENDIX "F"

            SUPPLEMENTAL WORK DEFINITION AND PRICING

1.   Supplemental Work shall be specifically excluded from
application of the MCPH Rate and shall be defined as follows:

a.   All other services not specifically included in Section 2.,
Article I, Paragraph A of this Agreement.

b.   Further, Services described in Section 2., Article 1,
Paragraph A. of this Agreement,. shall be identified as
Supplemental Work (unless caused by an action of GE) if it has
been determined to GE's reasonable satisfaction that such Engine
or Module requires Repair for, or as a result of:

[         ]
[         ]

2.   When services are performed during a non-Qualifying Shop
Visit which are not required as part of the Supplemental Work
Repair or would otherwise have been performed subsequently as
MCPH Repair, the parties will negotiate an appropriate
allocation of the cost between MCPH and Supplemental Work.

II. Supplemental Work shall be charged on a time and material
basis as follows:

A.   Labor

1.   Direct labor shall be charged in accordance with Appendix "F-
1".

2.   All other direct labor performed by GE at GE's facility
shall be charged [  ]per Man Hour.

3.   For Services performed at a GE or GE affiliate On-Wing
Support facility or for Services performed, at the direction of
Buyer, at a location other than a GE facility direct labor,
including travel to and from the employee's home or normal place
of work as applicable, until arrival at destination temporary
living quarters or place of work shall be charged as follows:

Straight Time            [         ]

Straight Time is defined as the first eight (8) hours charged
Monday through Friday (except holidays) providing a minimum of
eight(8) hours break has occurred since the last time charged.

Overtime                 [         ]

Overtime is defined as all time charged other than Straight Time.

4.   [         ]

B.   Material

1.   GE furnished Material required for Repair of Buyer's
Equipment shall be charged as follows and is subject to the
additional fee denoted in Paragraph 2., below:

a.   New piece Parts and any other GE furnished new Material will
be priced in accordance with the then current CF6 Engine Spare
Parts Price Catalog, or applicable manufacturer's list price.

b.   Used Serviceable piece Parts and any other GE furnished used
Serviceable Material will be priced at [          ] of the then
current CF6 Engine Spare Parts Price Catalog, or applicable
manufacturer's list price.

c.   Bench Stock will be priced in accordance with Appendix "G"
attached hereto.

d.   Fuel and lube will be priced [          ]

2.   GE furnished Material will be charged to Buyer at the prices
specified above [        ] fee with a maximum fee of   [    ] Per
Piece Part. Maximum fees are effective for 1996 and will be
adjusted January 1 of each year at the same rate as
manufacturer/supplier escalation.

3.   Rotable/Exchange Inventory

a.   Rotable Inventory Usage

1)   GE-furnished Rotable piece Parts installed in Buyer's
Equipment during Repair shall be assessed a Rotable fee equal to
[         ] Maximum fees for Rotable Inventory are effective for
1996 and will be adjusted January 1 of each year at the same rate
as manufacturer/supplier escalation.

2)   Buyer agrees to accept compatible Rotable piece Parts that
are updated to the then-current Service Bulletin Baseline which
is the configuration used by the majority of GE's customers
operating the CF6-50E2 Engine.

3)   Rotable Parts fee, if applicable, will be canceled and Buyer
will be charged for replenishment of GE-furnished Rotable Parts
inventory if Buyer's trade-in Equipment is determined to be non-
repairable after GE-furnished Rotable Parts have been
installed/shipped on Buyer's Equipment as follows:

a)   Replacement charge for used Serviceable Parts other than
Ultimate Life Parts will be invoiced at the then-current CF6
Spare Parts Price Catalog list price, if replacement is with a
new Part or at [         ] of the then current CF6 Engine Spare
Parts Price Catalog, or applicable manufacturer's list price, if
the replacement is with a used Serviceable Part.

b)   Replacement charge for new Parts will be invoiced at the
then-current CF6 Spare Parts Price Catalog list price.

c)   All replacement Parts will be assessed applicable  Material
fees specified in Paragraph II.B.2., above.

b.   Inventory Exchange

Charges and credits associated with the retirement or exchange of
Life-Limited Parts will be as follows:

1)   When the remaining Flight Cycles of a repairable Life-
Limited Part removed from Buyer's Equipment are less than the
remaining Flight Cycles of GE's Life-Limited Part replacing
Buyer's Part, Buyer will be charged the difference.

2)   Conversely, when the remaining Flight Cycles of a repairable
Life-Limited Part removed from Buyer's Equipment are in excess of
the remaining Flight Cycles of GE's Life-Limited Part replacing
Buyer's part, GE shall credit Buyer the difference.

3)   The charge or credit for such difference shall be determined
as follows:

a)   [         ]

b)   Multiply the resulting value per cycle by the difference
described in paragraphs 1) and 2), above.


C.   Subcontractor

Work subcontracted by GE (excluding work subcontracted to another
GE component) will be charged to Buyer at vendor charges plus a [
] per vendor invoice.

D.   Engine Test

1.   Test cell usage will be charged to Buyer at a fixed price of
[         ] per Engine test, plus fuel, oil and other Material.

2.   Test rejections resulting from: (1) non-compliance with
agreed upon Workscope; or, (2) GE's workmanship shall be at
GE's expense.

3.   Test cell charges incurred at Buyer's request for over and
above the agreed upon Workscope shall be invoiced to the Buyer.

4.   Testing done on an overtime basis, at the direction of the
Buyer,[        ]

5.   Engine test prices in subparagraphs 1. and 4., above, will
be subject to adjustment consistent with the provisions of
Paragraph A.4., above.

E.   Specific Equipment Repair

Specific Equipment Repairs performed at GE service shops shall be
charged in accordance with the then current Component Repair
Directory.

F.   On-Site Support

For Services performed at a site other than the designated
Repair facility, at the direction of Buyer, Buyer agrees to pay
additional applicable charges, including but not limited to,
travel and living expenses, shipping charges for tooling,
materials, facility charges, etc..

PORTIONS OF THIS DOCUMENT, FOR WHICH THE COMPANY HAS REQUESTED
CONFIDENTIAL TREATMENT, HAVE BEEN REDACTED
AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR BRACKETED MATERIAL


                         APPENDIX "F-1"

                        FIXED PRICE LABOR
                           [         ]

Labor associated with standard disassembly, cleaning,
visual/dimensional inspection, non-destructive testing,
repetitive repairs, reassembly, test, and ship, shall be invoiced
as follows. Serviceability inspections of modules/EMUs are not
included below, except as stated. Serviceability inspections for
all other items will be accomplished at the T&M rate specified in
this Agreement.

BASIC ENGINE                            PRICE
INCOMING INSP (BASIC)                   [         ]
INCOMONG INSP (WITH QEC)                [         ]
PTT+INCOMING DIAGNOSTIC TEST            [         ]
ENGINE FINAL ASSY                       [         ]
ENGINE FINAL ASSY (INCLD QEC)           [         ]
PTT & POST REPAIR PERF. TEST            [         ]
PREP TO SHIP                            [         ]


GEARBOX MODULE
REM & INSTALL AGB                       [         ]
REM & INSTALL TRANSFER G/B              [         ]
REM & INSTALL HORIZONTAL DRIVE          [         ]
REM & INSTALL RADIAL DRIVE              [         ]
REM & INSTALL INLET G/B                 [         ]


LPT MODULE
REMOVE & INSTALL LPT MODULE             [         ]
D/A & R/A LPT MODULE TO EMU'S           [         ]
D/A REP & R/A LPTR                      [         ]
D/A REP & R/A LPT CASES                 [         ]
D/A REP & R/A TMF                       [         ]
D/A REP & R/A TRF                       [         ]

HPT MODULE
REM. & INST. HPTR/STG 1&2 NOZ/COMB.       [         ]
D/A & R/A HPT MODULE TO EMU'S           [         ]
D/A & R/A HPTR                          [         ]
D/A & R/A STG2 NOZZLE                   [         ]
D/A & R/A STG1 NOZZLE                   [         ]

HPC MODULE
REMOVE & INSTALL HPC MODULE             [         ]
D/A & R/A HPC MODULE TO EMU'S           [         ]
D/A & R/A HPCR                          [         ]
D/A & R/A HPC CASES(FWD & AFI)          [         ]
D/A & R/A CRF                           [         ]

FAN MODULE
REM & INSTALL STG 1 FAN BLDS & HDW      [         ]
RECONTOUR STG 1 FAN BLDS.                [         ]
RESTORE E12/13 CLEARANCES               [         ]
REM & INSTALL STG 1 FAN DISK            [         ]
REM & INSTALL EXT HDWR + C&A            [         ]
REM & INSTALL FAN BOOSTER ASSY          [         ]
D/A & R/A FAN BSTR CASES                [         ]
D/A & R/A FAN BSTR ROTOR                [         ]
REM & INSTALL FAN MID SHAFT EMU         [         ]
D/A & R/A FAN SHAFT                     [         ]
REM & INSTALL OGV'S                     [         ]
REM & INSTALL FAN FRAME                 [         ]
D/A & R/A FAN CASES                     [         ]

OTHER COMMON WORKSCOPES
MODULE SERVICEABILITY INSPS.
FAN MODULE                              [         ]
LPT MODULE                              [         ]
HPC MODULE                              [         ]
EMU SERVICEABILITY INSPS.
LPT CASES                               [         ]
LPT ROTOR                               [         ]
TURBINE MIDFRAME                        [         ]
TURBINE REAR FRAME                     [         ]
OTHER SERVICEABILITY INSPS.
HPC CASES                               [         ]
HPC ROTOR                               [         ]
COMPRESSOR REAR FRAME                   [         ]
AGB PARTIAL WORKSCOPES                  [         ]
REM & INSTALL ACCESSORIES FRM G/B       [         ]
REPLACE AGB CARBON SEALS                [         ]

G/B REPAIR WORKSCOPES
D/A REPAIR & R/A TRANSFER G/B           [         ]
D/A REPAIR & R/A INLET G/B              [         ]
D/A REPAIR & R/A AGB                    [         ]

HPC PARTIAL WORKSCOPES
TOP CASE (BASIC ENGINE)                 [         ]
TOP CASE (WITH QEC INSTALLED)           [         ]
REBLADE & GRIND HPC ROTOR(EXPSD)        [         ]
LPT PARTIAL WORKSCOPES
REBLADE LPTR FWD STG                    [         ]
REBLADE LPTR AFT STG                    [         ]
REBLADE LPTR FWD & AFT STGS             [         ]
HPT PARTIAL WORKSCOPES
REBLADE & GRIND HPT ROTOR(EXPSD)        [         ]

PORTIONS OF THIS DOCUMENT, FOR WHICH THE COMPANY HAS REQUESTED
CONFIDENTIAL TREATMENT, HAVE BEEN REDACTED
AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR BRACKETED MATERIAL


                           APPENDIX "G"

                           BENCH STOCK
(Prices are in 1996 dollars and shall be adjusted consistent with
 year-to-year average pricing changes in the CF6-50E Spare Parts
                            Catalog)

ITEM                                    PRICE
COMPLETE ENGINE                         [         ]

EXTERNAL HARDWARE                       [         ]

FAN MODULE                              [         ]
FAN ROTOR                               [         ]
FAN STATOR                              [         ]
FAN FRAME AND CASE                      [         ]
FAN MID-SHAFT                           [         ]
FAN MODULE BUILD-UP                     [         ]
INLET GEARBOX                           [         ]

CORE MODULE                             [         ]
HPC ROTOR                               [         ]
HPC RWD CASE                            [         ]
HPW REAR CASE                           [         ]
HPC REAR FRAME                          [         ]
HPC MODULE BUILD-UP                     [         ]

HIGH PRESSURE TURBINE MODULE            [         ]
HPT STAGE 1 NOZZLE                      [         ]
HPT ROTOR                               [         ]
HPT STAGE 2 NOZZLE                      [         ]
HPT MODULE BUILD-UP                     [         ]

LOW PRESSURE TURBINE MODULE             [         ]
TURBINE MID-FRAME                       [         ]
LPT STATOR CASES                        [         ]
LPT ROTOR                               [         ]
TURBINE REAR FRAME                      [         ]
LPT MODULE BUILD-UP                     [         ]

GEARBOX MODULE                          [         ]
TRANSFER GEARBOX                        [         ]
ACCESSORY GEARBOX                       [         ]
MODULE BUILD-UP                         [         ]

Bench Stock consists of the low value consumable/expendable
Material[      ]required for the assembly of the various "items"
of Equipment. Bench Stock Materials will not be listed in detail
on the bill of materials supplied with the invoice for the
Equipment Repaired.

PORTIONS OF THIS DOCUMENT, FOR WHICH THE COMPANY HAS REQUESTED
CONFIDENTIAL TREATMENT, HAVE BEEN REDACTED
AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR BRACKETED MATERIAL
                                
                          APPENDIX "H"

                       SPECIAL PROVISIONS

A.   [         ]
     [         ]


PORTIONS OF THIS DOCUMENT, FOR WHICH THE COMPANY HAS REQUESTED
CONFIDENTIAL TREATMENT, HAVE BEEN REDACTED
AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR BRACKETED MATERIAL

                         ATTACHMENT "I"

                      TERMS AND CONDITIONS

I.   TERMINATION

A.   This Agreement may be terminated:

1.   Buyer may terminate this Agreement in the event
Buyer sells or leases or ceases to lease, without retaining
maintenance responsibility, all or substantially all of Buyer's
Fleet of Equipment covered by this Agreement. In the event Buyer
terminates this Agreement for this reason, the termination shall
only be effective after one hundred and eighty (180) days have
elapsed after written notification to GE, but in no case prior to
end of the calendar year in which the termination notification
has been issued.

2.   In the event that the payments by Buyer to GE
provided for in this Agreement are not made within the time
periods specified herein, GE may, at its option, suspend
performance hereunder and any expenses incurred by GE in
connection with performance hereunder in accordance with this
Agreement prior to such suspension shall be payable by Buyer
promptly upon notice thereof by GE. If such non-payment is not
rectified by Buyer promptly upon such notice thereof, GE may
terminate this Agreement. Any delays by GE as a result of such
suspension of performance shall be
considered an excusable delay under Paragraph IV., "Excusable
Delay" below.

3.   Upon the commencement of any bankruptcy or
reorganization proceeding by or against either party hereto (the
"Defaulting Party"), the other party may, upon written notice to
the Defaulting Party, cease to perform any or all of its
obligations under this Agreement(including, without limitation,
work in progress and deliveries)unless the Defaulting Party shall
provide adequate assurance, in the opinion of the other party,
that the Defaulting Party will continue to perform all of its
obligations under this Agreement in accordance with the terms
hereof, and will promptly compensate the other party hereto for
any actual loss resulting from the Defaulting Party being unable
to perform in full its obligations hereunder.

4.   By either party upon written notice to the other
party in the event of default of the other party or any of its
obligations under this Agreement and in the event that such
default is not cured within sixty (60) days of the notice.

5.   [         ]

B.   In the event this Agreement is terminated: (a) GE shall,
upon receipt of Buyer's written request, promptly deliver all
Buyer's Equipment, Parts and related documentation to Buyer;
and,[          ].

C.   All rights and obligations of the parties hereto created
pursuant to the provisions of this Agreement shall survive the
expiration, termination or cancellation of this Agreement by
either party until all such rights and obligations have been
fully and satisfactorily completed.

II.  TITLE, DELIVERY AND RISK OF LOSS

Parts, Material, labor and associated overhead incorporated into
Buyer's Equipment, as required in performing Services on Buyer's
Equipment hereunder, shall be deemed to have been sold to Buyer,
and title to such Parts and Services thereon shall pass to Buyer
upon assignment of such parts, materials, labor and associated
overhead to Buyer's Equipment. Risk of loss or damage to such
parts and work thereon shall pass to Buyer upon Redelivery to
Buyer. Title to and risk of loss of or damage to any parts
removed from Buyer's Equipment, which are replaced by other
parts, shall pass to GE upon removal of such parts from Buyer's
equipment. Risk of loss of or damage to Buyer's Equipment shall
rest with GE while located at GE's facility after Delivery and
prior to Redelivery. Final acceptance of Redelivered Equipment
shall be at GE's facility.

III. LIMITATION OF LIABILITY AND INDEMNIFICATION

[         ]

IV.  EXCUSABLE DELAY

A.   GE shall be excused from, and shall not be liable for, any
delays in its performance or failure to perform hereunder and
shall not be deemed to be in default for any failure of
performance hereunder due to causes beyond its control. Such
causes shall be conclusively deemed to include, but not be
limited to, acts of God, acts (or failure to act) of the Buyer,
acts (or failure to act) of civil or military authority,
government priorities, fires, strikes, labor disputes, work
stoppage, floods, epidemics,
war (declared or undeclared), riot, delays in transportation or
inability to obtain on a timely basis necessary labor, materials,
or components. In the event of any such delay, the date of
performance shall be extended for a period equal to the time lost
by reason of the delay. This provision shall not, however,
relieve GE from using commercially
reasonable efforts to avoid or remove such causes and continue
performance with reasonable dispatch whenever such causes are
removed. GE shall promptly notify Buyer when such delays occur or
impending delays are likely to occur and shall continue to advise
it of new performance schedules and changes relating thereto. If
and to the extent that GE is prevented from performing under this
Agreement by any of the foregoing causes, Buyer shall be
permitted to obtain the Repair of the Equipment from other
sources, but only until GE is again able to perform hereunder.

B    Notwithstanding the provisions of Paragraph A., above, if
any delay resulting from any of the foregoing causes extends for
more than one hundred eighty (180) days and the parties have not
agreed upon a revised basis for continuing the performance
hereunder at the end of the delay,
including reimbursement of GE costs resulting from such delay,
then either party, upon thirty (30) days written notice, may
terminate this Agreement.

V.   TAXES

A.   In addition to the price to be paid by Buyer hereunder,
Buyer shall pay to GE, or furnish to GE evidence of exemption
therefrom, taxes (including, without limitation, sales, use,
excise, property, turnover, or value added taxes), duties, fees,
charges, or assessments (but excluding taxes in the nature of
income taxes), legally assessed or levied by governmental
authority against GE, or its employees, its subsidiaries, or
their employees, as a result of any sale, delivery, transfer,
use, export, import, or possession of repaired Equipment, under
this Agreement. If claim is made against GE for such taxes,
duties, fees, charges, or assessments, GE shall immediately
notify Buyer;
and if requested by Buyer, GE shall not pay except under protest,
and if payment is made, shall use all reasonable effort to obtain
a refund thereof. If all, or any part, of such taxes, duties,
fees, charges, or assessments be refunded, GE shall repay to
Buyer such part thereof as Buyer shall have paid. Buyer shall pay
to GE, upon demand, all
expenses (including penalties and interest) incurred by GE in
protesting payment and in endeavoring to obtain such refund.
[         ]

[         ]

VI.  NOTICES

Any notice under this Agreement shall become effective upon
receipt and shall be in writing delivered or sent by mail or
electronic transmission to the respective parties at the
following addresses, which may be changed by written notice:

          To Buyer            To GE:

                              GE Aircraft Engines
                              GE Engine Services
                              1 Neumann Way, MD/S-95
                              Cincinnati, Ohio 45215

          Attention:          Attention: MCPH Manager

                              with a copy to:
                              GE Aircraft Engines
                              GE Engine Services
                              Attn: General Manager
                              1 Neumann Way, MD/S-95
                              Cincinnati, Ohio 45215

VII. GOVERNMENTAL AUTHORIZATIONS

A.   Buyer shall be importer and exporter of record and shall be
responsible for the timely application for, obtainment and
maintenance of any required governmental authorizations such as
import licenses, export licenses, exchange permits, or any other
required governmental authorization. GE shall not be liable if
any authorization is delayed, denied, revoked, restricted, or not
renewed and Buyer shall not thereby be relieved of its obligation
to pay GE for its work performed and any other charges which are
the obligation of Buyer hereunder.

B.   All products (including technical data delivered
hereunder) shall at all times be subject to the Export
Administration Regulations and or International Traffic in
Arms Regulations of the United States of America and any
amendments thereof. Buyer agrees that it shall not make any
unauthorized disposition of United States of America-origin
Equipment (including technical data) provided by GE through trans-
shipment, re-export, diversion, or otherwise, other than in and
to the country of   ultimate destination specified in Buyer's
order or declared as the country of ultimate destination on GE's
invoices, except as United States laws and regulations may
permit.

VIII.JURISDICTION

The validity, performance, and all matters relating to the
interpretation and effect of this Agreement and any amendment
thereto shall be interpreted in all respects in accordance with
the laws of the State of New York and, in the event of any
unresolved dispute, Buyer agrees to submit to the non-exclusive
jurisdiction of the U.S District Court for the Southern District
of New York. The United Nations Convention on Contracts for the
International Sale of Goods is not applicable to this Agreement.

IX.  ASSIGNMENT

Any assignment of this Agreement or any rights or obligations
hereunder by either party without the prior written consent of
the other party shall be void, except that Buyer's consent shall
not be required for the substitution of an affiliated company of
GE in place of GE as the contracting party to perform any work
hereunder. In the event of such substitution, Buyer shall be
advised thereof in writing. In case of lease, by Buyer, of
Engines covered by this Agreement, the parties agree that rights
and obligations under this Agreement shall remain with the
Buyer.[        ]

X.   NO THIRD PARTY BENEFICIARIES

This Agreement is for the benefit of the parties hereto and is
not for the benefit of any third person, firm or corporation and
nothing herein contained shall be construed to create any rights
in or obligations to any third parties under, as a result of, or
in connection with this Agreement.

XI.  NON-WAIVER

Any failure by GE to enforce any of the provisions of this
Agreement or to require at any time performance by Buyer of any
of the provisions hereof shall in no way affect the validity of
this Agreement or any part hereof, or in the right of GE
thereafter to enforce each and every such provision, nor shall GE
actual performance, whether or not under this Agreement, be
deemed in any way indicative of the scope of the obligations of
GE under this Agreement.

XII. EXCLUSIVE TERMS

The terms and conditions of this Agreement shall apply to all
written authorizations issued by Buyer to GE for work to be
performed under this Agreement in lieu of any printed terms
thereon or therein and such written authorizations shall form a
part of this Agreement.

XIII.PARTIAL INVALIDITY

If any provision of this Agreement shall be held to be invalid,
illegal, or unenforceable, the validity, legality, and
enforceability of the remaining provisions shall not in any way
be affected or impaired thereby.

XIV. NON-DISCLOSURE

The parties agree that neither will disclose any of the terms of
this Agreement nor any information or data provided to either
party as a result of this Agreement to a third party, without
prior written approval of the other party except that:

1.   To the extent required by government agencies and
courts for official purposes, disclosure may be made to such
agencies and courts. In such event, a suitable restrictive legend
limiting further disclosure shall be applied.

2.   The existence of the Agreement and its general purpose
only may be stated to others by either of the parties without
approval from the other.

XV.  CONTROLLING LANGUAGE

The English language shall be used in the interpretation and
performance of this Agreement.

XVI. HEADINGS

The headings contained in this Agreement are for reference
purposes only and shall not affect in any way the meaning and
interpretation of this Agreement.

XVII. WAIVER Of IMMUNITY

To the extent that Buyer or any of its property is or becomes
entitled at any time to any immunity on the grounds of
sovereignty or otherwise from any legal action, suit or
proceeding, from set-off or counterclaim, from the jurisdiction
of any competent court, from service of process, from attachment
prior to judgment, from attachment in aid of execution, or from
execution prior to judgment, or other legal process in any
jurisdiction, Buyer, for itself and its property, does hereby
regularly, irrevocably and unconditionally waive, and agree not
to plead or claim, any such immunity with respect to its
obligations, liabilities or any other matter under or arising out
of or in connection with this Agreement or the subject matter
hereof. Such agreement shall be irrevocable, not subject to
withdrawal in any and all jurisdictions, and is made only for the
express benefit of GE and its affiliated companies.

XVIII. REPAIR LOCATION

GE may perform any work required by this Agreement at any of its
FAA approved Repair Facilities.

XIX. INFORMATION AND DATA

All information and data (including, but not limited to, designs,
drawings, blueprints, tracings, plans, models, layouts,
specifications and memoranda, but excluding shop visit record
information and data) which may be furnished or made available to
one party hereto by the other party hereto, directly or
indirectly as the result of this Agreement shall remain the
property of the disclosing party.
The information and data shall neither be used by the receiving
party, nor furnished to any other person, firm or corporation,
for the design or manufacture of any
equipment or part, nor permitted out of the receiving party's
possession, nor divulged to any other person, firm or
corporation, except as herein provided. Nothing in this Agreement
shall preclude the receiving party from using or furnishing to
others information and data necessary to effect any contract or
arrangement under which this is to be performed for the receiving
party, by others, modification, overhaul, or maintenance work on
the Equipment, their parts or accessories. The instrument by
which the receiving party transfers any Equipment may permit the
use of such data by its transferee, subject to the same
limitation set forth above, and shall preserve to the disclosing
party the right to enforce such limitation.

XX.  WARRANTY

[         ]

XXI. PATENTS

A.   Except as provided for in Article III., "Limitation of
Liability" above, GE shall handle all claims and defend any suit
or proceeding brought against Buyer insofar as based on a claim
that, without further combination, any Equipment or any part
thereof manufactured by GE and furnished hereunder constitutes an
infringement of any patent of the United
States or of any other country that is signatory to Article 27 of
the Convention on International Civil Aviation signed by the
United States at Chicago on December 7,1944, if notified promptly
in writing and given authority, information and assistance (at
GE's expense) for the defense of same. In case such Equipment, or
any part thereof, is in such suit held to constitute infringement
and the use of said Equipment or part thereof is enjoined, GE
shall, at its own expense, and at its option, either procure for
Buyer the
right to continue using said Equipment or part thereof; or
replace same with non-infringing Equipment or modify it so it
becomes non-infringing; or remove said Equipment and refund the
purchase price (less reasonable depreciation) thereof. The
foregoing shall constitute the sole
remedy of Buyer and the sole liability of GE for Patent
infringement.

B.   The preceding paragraph shall not apply to any
Equipment, or any part thereof, manufactured to Buyer's design.
As to such Equipment, or any part thereof, GE
assumes no liability whatsoever for patent infringement.

C.   With respect to any Equipment, or part thereof,
furnished hereunder which is not manufactured by GE, only the
patent indemnity of the manufacturer, if any, shall
apply.


PORTIONS OF THIS DOCUMENT, FOR WHICH THE COMPANY HAS REQUESTED
CONFIDENTIAL TREATMENT, HAVE BEEN REDACTED
AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR BRACKETED MATERIAL