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                                                                  EXHIBIT 10.155


                                 ATLAS AIR, INC.

                               FIRST AMENDMENT TO
                  1995 LONG TERM INCENTIVE AND SHARE AWARD PLAN

         This First Amendment to the 1995 Long Term Incentive and Share Award
Plan (this "First Amendment") of Atlas Air, Inc., a Delaware corporation (the
"Company"), is made as of June 4, 1996.

         WHEREAS, the stockholders and Board of Directors of the Company adopted
the 1995 Long Term Incentive and Share Award Plan (the "Plan") and the Plan is
in full force and effect on the date hereof; and

         WHEREAS, the Board of Directors believes it is desirable to amend the
Plan as set forth in this First Amendment and the stockholders of the Company
approved this First Amendment at the Annual Meeting of Stockholders held on June
4, 1996.

                  NOW THEREFORE the Plan is hereby amended as follows:

         1.       General. Capitalized terms used herein and not otherwise
                  defined have the same meaning ascribed to such terms in the
                  Plan. The Plan is amended and modified only to the extent set
                  forth herein.

         2.       Increase in Number of Shares. The first sentence of paragraph
                  (a) of Section 4 of the Plan shall be amended in its entirety
                  as follows:

                           "Subject to adjustment as provided in Section 4(c)
                           hereof, the total number of Shares reserved for
                           issuance in connection with Awards and Director's
                           Options under the Plan shall be 2,100,000."

         3.       Section 7a. of the Plan shall be amended by changing the
                  second sentence to read as follows:

                           "In addition, (i) on each anniversary of the IPO,
                           beginning with the anniversary occurring in 1996,
                           each Director in office on such date shall
                           automatically be granted a NQSO to purchase 1,000
                           shares with an exercise price per Share equal to 100
                           percent of the Market Value of one Share on the date
                           of grant; and (ii) on and after June 4, 1996, each
                           newly appointed non-employee Director shall
                           automatically be granted a NQSO to purchase 1,000
                           Shares upon his(her) initial election or appointment
                           to the Board of Directors with an exercise price per
                           Share equal to 100 percent of the Market Value of one
                           Share on the date of grant; provided, however, that
                           in all events such price shall be at least equal to
                           the par value of a Share."

                         END OF FIRST AMENDMENT TO PLAN
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                                 ATLAS AIR, INC.

                               SECOND AMENDMENT TO
                  1995 LONG TERM INCENTIVE AND SHARE AWARD PLAN


         This Second Amendment to Long Term Incentive and Share Award Plan (this
"Second Amendment") of Atlas Air, Inc., a Delaware Corporation (the "Company")
is made as of June 4, 1996.

         WHEREAS, the stockholders and Board of Directors of the Company adopted
the 1995 Long Term Incentive and Share Award Plan (the "Plan") and the Plan, as
heretofore amended, is in full force and effect on the date hereof; and

         WHEREAS, the Board of Directors believes it is desirable to amend the
Plan as set forth in this Second Amendment; and

         WHEREAS, the Board of Directors, at a meeting duly held on June 4,
1996, authorized the implementation of this Second Amendment.

                  NOW THEREFORE the Plan is hereby amended as follows:

                  1.     General. Capitalized terms used herein and not
         otherwise defined have the same meaning ascribed to such terms in the
         Plan. The Plan is amended and modified only to the extent set forth
         herein.

                  2.     Definitions. For purposes of the Plan, the following
         defined terms set forth in Section 2 of the Plan are hereby amended to
         the extent set forth below:

                         (a)    "(i) `Director's Option' means a NQSO granted to
                  a Director under paragraph (a) of Section 7 or Shares
                  delivered to a Director in payment of Director's fees under
                  paragraph (g) of Section 7, as amended by the Second
                  Amendment."

                  3.     Director's Fees. (a) Section 7 of the Plan is hereby
         amended to include a new paragraph (g) as follows:

                         "(g) Director's Fees. Each Director shall have the
                  option to receive all or a portion of his or her quarterly
                  compensation (including any fees that may be payable for
                  attending meetings of the Board) payable to such Director in
                  such capacity in the form of Shares in lieu of cash. Each
                  Director shall be entitled to elect whether to receive such
                  compensation in (i) cash, (ii) Shares, or (iii) a combination
                  of cash and Shares. A Director who desires to receive a
                  portion of his or her compensation in Shares shall make an
                  election to do so by expressing the percentage of compensation
                  to be paid in the form of Shares. Once an election is made, it
                  may be



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                           changed only at the beginning of a fiscal quarterly
                           period. The number of Shares to be transferred to a
                           Director pursuant to this paragraph (g) shall be
                           determined by the Company by computing the average
                           price of the Shares for the 30-day calendar period
                           immediately preceding the end of the applicable
                           fiscal quarter (which 30-day period shall include the
                           last day of such fiscal quarter) and dividing the
                           dollar amount of fees owed to such Director in the
                           form of Shares by such average price. Certificates
                           evidencing such Shares shall bear such legends deemed
                           to be necessary in the opinion of the Company or its
                           legal counsel."

                           (b) The heading and the first sentence of the
                  existing paragraph (g) of Section 7 of the Plan is hereby
                  amended to read in its entirely as follows:

                                    "(h) Administration. To the extent the Plan
                           relates to Director's Options granted under paragraph
                           (a) of Section 7 of the Plan it is intended to
                           operate automatically and not require
                           administration.":



                         END OF SECOND AMENDMENT TO PLAN
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                                 ATLAS AIR, INC.

                               THIRD AMENDMENT TO
                  1995 LONG TERM INCENTIVE AND SHARE AWARD PLAN


         This Third Amendment to the 1995 Long Term Incentive and Share Award
Plan (this "Third Amendment") of Atlas Air, Inc., a Delaware Corporation (the
"Company") is made as of October 28, 1997.

         WHEREAS, the stockholders and Board of Directors of the Company adopted
the 1995 Long Term Incentive and Share Award Plan (the "Plan") and the Plan, as
heretofore amended, is in full force and effect on the date hereof; and

         WHEREAS, the Securities and Exchange Commission promulgated changes to
Rule 16b-3 (the "New Rule") under Section 16 of the Securities Exchange Act of
1934, as amended, which changes became effective on November 1, 1996; and

         WHEREAS, the Board of Directors believes it is desirable to amend the
Plan as set forth in this Third Amendment in order to make changes to conform
with the New Rule.

                  NOW THEREFORE the Plan is hereby amended as follows:

                  1.       General. Capitalized terms used herein and not
         otherwise defined have the same meaning ascribed to such terms in the
         Plan. The Plan is amended and modified only to the extent set forth
         herein.

                  2.       Definitions.  For purposes of the Plan, the following
         defined term set forth in Section 2 of the Plan is hereby amended to
         the extent set forth below:

                           "(a) `Committee' means the Board, the Compensation
                  Committee of the Board, or such other Board committee as may
                  be designated by the Board to administer the Plan; provided,
                  however, that the Compensation Committee or such other Board
                  Committee as may be designated by the Board to administer the
                  Plan shall consist of two or more directors of the Company,
                  each of whom, to the extent required, is a `Non-Employee
                  Director' within the meaning of Rule 16b-3 under the Exchange
                  Act."



                         END OF THIRD AMENDMENT TO PLAN
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                                 ATLAS AIR, INC.

                               FOURTH AMENDMENT TO
                  1995 LONG TERM INCENTIVE AND SHARE AWARD PLAN


         This Fourth Amendment to the 1995 Long-Term Incentive and Share Award
Plan (this "Fourth Amendment") of Atlas Air, Inc., a Delaware Corporation (the
"Company") is made pursuant to Resolution of the Board of Directors adopted
February 10, 1998:

         1.       The Plan shall be amended by adding the following sentence at
the end of Section 7(a):

                  "Effective January 1, 1998, the option grants to Directors
                  under 7(a)(i) (anniversary of IPO grant) and (ii) (upon
                  initial appointment to the Board grant) shall each be 2,000
                  shares."

         2.       Effective April 1, 1998, Section 7(g) of the Plan is hereby
amended to read as follows:

                  "(g) Directors' Fees. Each Director shall have the option to
                  receive all or a portion of his quarterly compensation
                  (including any fees that may be payable for attending meetings
                  of the Board) payable to such Director in such capacity in the
                  form of Shares in lieu of cash. Each Director shall be
                  entitled to elect whether to receive such compensation in (i)
                  cash, (ii) Shares, or (iii) a combination of cash and Shares.
                  A Director who desires to receive a portion of his
                  compensation in Shares shall make an election to do so by
                  expressing the percentage of compensation to be paid in the
                  form of Shares. Once an election is made, it may be changed
                  only at the beginning of a fiscal quarterly period. The number
                  of Shares to be transferred to a Director pursuant to this
                  paragraph (g) shall be determined by the Company by computing
                  the mean between the high and low selling prices per Share on
                  the date immediately preceding the first meeting of Directors
                  of each Quarter (or if no meeting is held in the quarter, then
                  the last day of such quarter) (or, if the Shares were not
                  traded on that day, the next preceding day that the Shares
                  were traded) on the principal exchange on which the Shares are
                  traded, as such prices are officially quoted on such exchange,
                  and dividing the dollar amount of fees owed to such Director
                  in the form of Shares by such average price. Certificates
                  evidencing such Shares shall bear such legends deemed to be
                  necessary in the opinion of the Company or its legal counsel."

                         END OF FOURTH AMENDMENT TO PLAN

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                                 ATLAS AIR, INC.

                               FIFTH AMENDMENT TO
                  1995 LONG TERM INCENTIVE AND SHARE AWARD PLAN



         This Fifth Amendment to the 1995 Long-Term Incentive and Share Award
Plan (this "Fifth Amendment") of Atlas Air, Inc., a Delaware Corporation (the
"Company") is made pursuant to amendment adopted by the shareholders of the
company on June 3, 1998:


         Increase in Number of Shares. The first sentence of paragraph (a) of
         Section 4 of the Plan shall be amended in its entirety as follows:

                  "Subject to adjustment as provided in Section 4 (c) hereof,
                  the total number of Shares reserved for issuance in connection
                  with Awards and Director's Options under the Plan shall be
                  2,600,000."



                         END OF FIFTH AMENDMENT TO PLAN