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                                                                   EXHIBIT 10.55



                          ENGINE MAINTENANCE AGREEMENT


                                    BETWEEN

                                ATLAS AIR, INC.

                                      AND

                            GENERAL ELECTRIC COMPANY





                            Proposal No. ESD-96-232I

                                   June, 1996



             This Proposal Shall Remain Valid Through June 7, 1996



                            PROPRIETARY INFORMATION
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                         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

                                   [REDACTED]

                                    RECITALS

                                   [REDACTED]

                     CF6-5OE2 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, U.S.A. ("Buyer").

                          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:

         1.  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" [REDACTED].

         3.  This Agreement shall remain in full force and effect until
             September 30, 2006 [REDACTED] 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 manufacture's
         Engine Manuals and Service Bulletins and other associated technical
         documents.
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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
                                   [REDACTED]


E.       Addition or Removal of Engines

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

                 a)  Engines over and above those contemplated by [REDACTED]
                     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 adjustments 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
                 [REDACTED] or Removal of Engines [REDACTED].

                 a)  Adjustments for addition or removal of used Engines
                     [REDACTED] 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 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
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                     (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.

[REDACTED]


                        ARTICLE III. - TERMS OF PAYMENT
                                   [REDACTED]

                             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.


       [REST OF AGREEMENT, INCLUDING APPENDICES AND ATTACHMENT REDACTED]