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                                                                  EXHIBIT 10.17



                               AMENDMENT NO. 1 TO
                         ATLAS AIR PROFIT SHARING PLAN


         Amendment No. 1 as of April 21, 1999, to the Atlas Air Profit Sharing
Plan of June 30, 1994 (the "Plan').

         Article 5.2 of the Plan shall be amended to read in its entirety as
         follows;

         "5.2 Method of Allocation. When the Annual Profit Sharing Contribution
         for the Fiscal Year has been determined, individual profit sharing
         amounts will be allocated to each Eligible Employee. All individual
         amounts are calculated by multiplying the Company's Annual Pro fit
         Sharing Contribution by the ratio of each individual Eligible
         Employee's Compensation to the total Compensation of all Eligible
         Employees (including for purposes of computing total Compensation, the
         Compensation of Employees who, but for the exception in the first
         sentence of Article 2.6 of the Plan, would have been Eligible
         Employees). Payments may be made in cash, Company stock or some
         combination thereof, at the discretion of the Board of Atlas Air, Inc.
         The difference, if any, between the amount of Annual Profit Sharing
         Contribution for any fiscal Year and the aggregate of the individual
         profit sharing amounts actually paid to Eligible Employees for such
         Fiscal Year as computed in accordance with this Article 5.2 shall
         revert to the Company on the May 15 following such Fiscal Year."

         IN WITNESS WHEREOF, this Amendment to the Plan has been executed for
and on behalf of the Company the day and year first above written.

                                                ATLAS AIR, INC.




                                      By:       /s/ M.A. CHOWDRY
                                                -----------------------
                                                Michael Chowdry
                                                Chairman, President and
                                                Chief Executive Officer


CONFIRMED BY THE BOARD OF DIRECTORS OF ATLAS AIR, INC. ON JUNE 9, 1999.




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                         ATLAS AIR PROFIT SHARING PLAN




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                         ATLAS AIR PROFIT SHARING PLAN

                                    Preamble

          THIS PROFIT SHARING PLAN, amended and restated as of May 15, 1998 by
Atlas Air, Inc. a Delaware corporation (the "Company"), hereby restates the
Atlas Air Profit Sharing Plan (the "Plan") in accordance with the terms and
conditions set forth herein.

          WHEREAS, the Company wishes to continue to recognize the vital role
each of its Employees plays in the growth and profitability of the Company, and
seeks to maintain and retain a work force dedicated to achieving those goals;
and

          WHEREAS, in recognition of that vital role, the Company wishes to
restate the Plan for payment to Employees of an annual amount specifically based
upon the Company's profits;

          NOW, THEREFORE, the Company hereby adopts, establishes and restates
the Plan for the benefit of its Eligible Employees.


                                   Article 1.
                              Purpose of the Plan

          The purpose of the Plan is to share the profits of the Company with
Eligible Employees whose efforts are instrumental in the Company's financial
success by providing, in addition to other compensation, payments to such
Employees based upon pre-tax profits of the Company over the period beginning
June 30, 1994 through December 31, 1994, and annually thereafter on a calendar
basis for each year ended December 31 for so long as the Plan is in effect.



                                   Article 2.
                                  Definitions

         Capitalized terms used herein shall have the following meanings,
unless the context clearly requires otherwise.

          2.1 Annual Profit Sharing Contribution means the total annual Company
contribution to be distributed in profit sharing payments to Eligible Employees
pursuant to the terms of Article 4 hereof

         2.2 Annual Profit Sharing Allocation means the amount paid to an
Eligible Employee in accordance with the terms of Article 5 hereof

         2.3 Board of Directors or Board means the Board of Directors of the
Company.

         2.4 Company means Atlas Air, Inc., a Delaware corporation, and any of
its subsidiaries whose participation in this Plan is approved by the Board.

         2.5 Compensation means gross wages reported for U.S. federal income
tax purposes on a W-2 federal tax form, deducting from such amounts any of the
following: profit sharing (including guaranteed profit sharing payments made
pursuant to Article 5.1(a) hereof), completion bonus, per diem, compensation
paid prior to becoming an Eligible Employee under this Plan, expense
reimbursements, excess life insurance, travel benefits, and other unusual
payments that might occur in the future.

         2.6 Eligible Employee means any full-time (more than 20 hours per
week) Employee employed by the Company who has met the requirements for
participation in the Plan, except for those who are subject to a collective
bargaining agreement or who have been certified by the



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National Mediation Board or any other such regulatory agency for
representation. To be eligible, an individual must be employed by the Company
on the date the profit sharing distribution is made, unless the individual is a
Retired Employee, subject to the provisions of Article 3 hereof.

         2.7 Employee means any individual who is employed by the Company on
either a salaried or hourly basis, and from whom the Company is required to
withhold taxes from remuneration paid by the Company to such individuals for
personal services rendered to the Company. This does not include any individual
who is a "leased employee," as defined in Section 414(n) of the Code, nor any
person retained as an independent contractor.

         2.8 Fiscal Year means the Company's financial reporting year.

         2.9 Plan means the Atlas Air Profit Sharing Plan.

         2.10 Retired Employee means a previous Employee who has reached age 62
(60 for pilots) or greater and has completed four complete years (for 1998
only; five years thereafter) of continuous service as an Eligible Employee with
the Company on or before the date such person elects to retire. An Eligible
Employee who, through no fault of his/her own, is no longer able to work due to
the loss of FAA-required licenses or medical certificates, or due to
disability, will also be eligible to retire.



                                   Article 3.
                         Requirements for Participation

         Eligible Employees (see Article 2.6) will participate in the Plan at
the start of the month following their one year anniversary as a full-time
Employee. An Eligible Employee must be a current Employee (or a Retired
Employee) as of the day on which profit sharing is paid.



                                   Article 4.
                       Annual Profit Sharing Contribution

         The Company will make an annual Profit Sharing Contribution, for each
Fiscal Year, of an amount equal to 10% of pre-tax profits for Fiscal Years
1997, 1998 and 1999. However, the Company will guarantee a minimum payment for
those years, as described in Article 5.1(a).

         4.1 Pre-tax profits, for the purposes of calculating the Company's
Annual Profit Sharing Contribution, will be determined by the Company using the
same methods as used in the ordinary course of its business. However, the
following items defined under generally accepted accounting principles or which
are in common use in public financial statement reporting will be excluded from
pre-tax profits for purposes of calculating the company's Annual Profit Sharing
Contribution:



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         (a)      Any income or loss related to charges or credits (whether or
                  not identified as special credits or charges) for unusual or
                  infrequently-occurring items (such as business dispositions
                  or sale of property, plant or equipment not in the ordinary
                  course of business), or related to intangible assets.

         (b)      Extraordinary items reported on separate line items in the
                  Company's income statement.


                                   Article 5.
                        Annual Profit Sharing Allocation

         5.1 Timing and Methodology of Payment. The Annual Profit Sharing
Allocation shall be due and payable as follows:

         (a) For years 1997, 1998 and 1999 only, beginning with an Eligible
Employee's 13th month of employment, an Employee will be entitled to receive a
guaranteed profit sharing payment of 10% of Compensation (captains receive a
guarantee of 20%).

         (b) If actual profit sharing exceeds 10% of Compensation, or 20% in
the case of captains, Eligible Employees will be entitled to receive the excess
in two installments. An estimate of one-half (1/2) of the excess will be paid
no later than December 15 of the calendar year for which the profit sharing
contribution is being made (based on preliminary, unaudited financial results),
and the remaining balance will be paid no later than May 15 of the following
year (based on finalized, audited results, including any required adjustments
to the prior December 15 payment).

         5.2 Method of Allocation. When the Annual Profit Sharing Contribution
for the Fiscal Year has been determined, individual profit sharing amounts will
be allocated to each Eligible Employee. All individual amounts are calculated
by multiplying the Company's Annual Profit Sharing Contribution by the ratio of
each individual Eligible Employee's Compensation to the total Compensation of
all Eligible Employees. Payments may be made in cash, Company stock, or some
combination thereof, at the discretion of the Board of Atlas Air, Inc.

         5.3 Retirement Plan Contributions. All profit sharing pay will be
subject to 401(k) and (m) elections on file at the time of payment.



                                   Article 6.
                                 Miscellaneous

          6.1 Effect Upon Employment. Nothing contained herein shall be
construed to be a contract of employment of any kind or any period, and this
Plan shall not confer any rights to any Employee to continue in the employ of
the company.




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         6.2 Assignability. The right to receive payments hereunder shall not
be transferable or assignable, except by Last Will and Testament or in estate
succession, and no rights shall vest until payment is made.

         6.3 Governing Law. This Plan shall be construed in accordance with,
and shall be governed by the laws of the State of Delaware.

         6.4 Entire Plan. This instrument contains the entire understanding and
undertaking of the Company relating to the subject matter hereof, except as
otherwise referred to herein, and supersedes any and all prior and
contemporaneous undertakings, agreements, understandings, inducements or
conditions, whether express or implied, written or oral, except as herein
contained.

         6.5 Number and Gender. Whenever appropriate, as the context may
require, words used herein shall be construed in the singular or the plural,
and words used in one gender shall be construed in the other gender.

         6.6 Plan Binding Upon All Parties. This Plan shall be binding upon the
parties hereto, their successors and assigns, and upon all Employees and their
spouses, heirs, executors and administrators.

         6.7 Decision of Board of Directors Final and Binding: Amendments and
Termination. The Board of Directors of the Company shall resolve any disputes
or questions arising under the Plan, and its decision shall be final and
binding upon all parties. The Board of Directors may also amend this Plan from
time to time and terminate the Plan.

         6.8 No Assignments. No rights or any amounts which might be due
hereunder are assignable to any third party, and shall not vest until actual
payment is made to the recipient.

                                   Article 7.
                                 Effective Date

         The Plan, as restated, shall become effective January 1, 1998 upon the
execution of the Plan by the President of the Company.

         IN WITNESS WHEREOF, this Plan is executed for and on behalf of the
Company the day and year first above written.

                                      ATLAS AIR, INC., a Delaware corporation

                                      By:    /s/ M.A. Chowdry
                                      Name:  Michael A. Chowdry
                                      Title: President, Chairman & Chief
                                             Executive Officer