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                                                                     EXHIBIT 3.3





                                 ATLAS AIR, INC.

                                RESTATED BY-LAWS

                                   AS AMENDED

                                  FEBRUARY 2000



                   * * * * * * * * * * * * * * * * * * * * * *


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                                    ARTICLE I

                                     OFFICES

                 Section 1. The registered office shall be in the City of
Wilmington, County of New Castle, State of Delaware.

                 Section 2. The Corporation may also have offices at such other
places both within and without the State of Delaware as the Board of Directors
may from time to time determine or the business of the Corporation may require.

                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS

                 Section 1. All meetings of the stockholders for the election of
Directors shall be held in the City of Denver, State of Colorado, at such place
as may be fixed from time to time by the Board of Directors, or at such other
place either within or without the State of Delaware as shall be designated from
time to time by the Board of Directors and stated in the notice of the meeting.
Meetings of stockholders for any other purpose may be held at such time and
place, within or without the State of Delaware, as shall be stated in the notice
of the meeting or in a duly executed waiver of notice thereof.

                 Section 2. Annual meetings of stockholders, commencing with the
year 1996, shall be held on the second Tuesday of June if not a legal holiday,
and if a legal holiday, then on the next secular day following, at 11:00 A.M.,
or at such other date and time as shall be



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designated from time to time by the Board of Directors and stated in the notice
of the meeting, at which they shall elect by a plurality vote a Board of
Directors, and transact such other business as may properly be brought before
the meeting.

                 Section 3. Special meetings of the stockholders, for any
purpose or purposes, unless otherwise prescribed by statute or by the Restated
Certificate of Incorporation, may be called by (i) the Chief Executive Officer
of the Corporation or (ii) the Board of Directors pursuant to a resolution
adopted by a majority of the total number of authorized Directors.

                 Section 4. Whenever stockholders are required or permitted to
take any action at a meeting, unless notice is waived in writing by all
stockholders entitled to vote at the meeting, a written notice of the meeting
shall be given which shall state the place, date and hour of the meeting, and,
in the case of a special meeting, the purpose for which the meeting is called.

                 Unless otherwise provided by law, and except as to any
stockholder duly waiving notice, the written notice of any meeting shall be
given personally or by mail, not less than ten nor more than 60 days before the
date of the meeting to each stockholder entitled to vote at such meeting. If
mailed, notice shall be deemed given when deposited in the mail, postage
prepaid, directed to the stockholder at his or her address as it appears on the
records of the Corporation.

                 When a meeting is adjourned to another time or place, notice
need not be given of the adjourned meeting if the time and place thereof are
announced at the meeting at which the adjournment is taken. At the adjourned
meeting the Corporation may transact any business which might have been
transacted at the original meeting. If, however, the adjournment is for more
than 30 days, or if after the adjournment a new record date is fixed for the
adjourned meeting, a notice of the adjourned meeting shall be given to each
stockholder of record entitled to vote at the meeting.



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                 Section 5. The officer who has charge of the stock ledger of
the Corporation shall prepare and make, at least ten days before every meeting
of stockholders, a complete list of the stockholders entitled to vote at the
meeting, arranged in alphabetical order, and showing the address of each
stockholder and the number of shares registered in the name of each stockholder.
Such list shall be open to the examination of any stockholder, for any purpose
germane to the meeting, during ordinary business hours, for a period of at least
ten days prior to the meeting, either at a place within the city where the
meeting is to be held, which place shall be specified in the notice of the
meeting, or, if not so specified, at the place where the meeting is to be held.
The list shall also be produced and kept at the time and place of the meeting
during the whole time thereof, and may be inspected by any stockholder who is
present.

                 The stock ledger shall be the only evidence as to which
stockholders are entitled to examine the stock ledger or the list required by
this Section 5, or to vote in person or by proxy at any meeting of shareholders.

                 Section 6. The holders of a majority of the stock issued and
outstanding and entitled to vote thereat, present in person or represented by
proxy, shall constitute a quorum at all meetings of the stockholders for the
transaction of business except as otherwise provided by statute or by the
Restated Certificate of Incorporation. If, however, such quorum shall not be
present or represented at any meeting of the stockholders, the stockholders
entitled to vote thereat, present in person or represented by proxy, shall have
power to adjourn the meeting from time to time, without notice, except as
provided in the last paragraph of Section 4 of this Article II, until a quorum
shall be present or represented. At such adjourned meeting at which a quorum
shall be present or represented any business may be transacted which might have
been transacted at the meeting as originally notified,



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                 Section 7. Except as otherwise provided by the Restated
Certificate of Incorporation or these By-Laws, whenever Directors are to be
elected at a meeting, they shall be elected by a plurality of the votes cast at
the meeting by the holders of stack entitled to vote. Whenever any corporate
action, other than the election of Directors, is to be taken by vote of
stockholders at a meeting, it shall be authorized by a majority of the votes
cast at the meeting by the holders of stock entitled to vote thereon, except as
otherwise required by law, by the Restated Certificate of Incorporation or by
these By-Laws.

                 Except as otherwise provided by law, or by the Restated
Certificate of Incorporation or these By-Laws, each holder of record of stock of
the Corporation entitled to vote on any matter at any meeting of stockholders
shall be entitled to one vote for each share at such stock standing in the name
of such holder on the stock ledger of the Corporation on the record date for the
determination of the stockholders entitled to vote at the meeting.

                 Upon the demand of any stockholder entitled to vote, the vote
for Directors or the vote on any other matter at a meeting shall be by written
ballot, but otherwise the method of voting and the manner in which votes are
counted shall be discretionary with the presiding officer at the meeting.

                 Section 8. At every meeting of stockholders the Chairman of the
Board, or any Vice Chairman of the Board, or the Chief Executive Officer, as
designated by the Board of Directors, or, if none be present, or in the absence
of any such designation, the appointee of the meeting, shall preside. The
Secretary, or in his or her absence an Assistant Secretary, or if none be
present, the appointee of the presiding officer of the meeting, shall act as
secretary of the meeting.

                 Section 9. Each stockholder entitled to vote at a meeting of
stockholders may



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authorize another person or persons to act for his or her by proxy executed in
writing by the stockholder or as otherwise permitted by law, or by his or her
duly authorized attorney-in-fact, Such proxy must be filed with the Secretary of
the Corporation or his or her representative at or before the time of the
meeting.

                 Section 10.

                 (A) ANNUAL MEETINGS OF STOCKHOLDERS. (1) Nominations of persons
for election to the Board of Directors of the Corporation and the proposal of
business to be considered by the stockholders may be made at an annual meeting
of stockholders (a) pursuant to the Corporation's notice of meeting delivered
pursuant to Section 4 of Article II of these By-Laws, (b) by or at the direction
of the Board of Directors or (c) by any stockholder of the Corporation who is
entitled to vote at the meeting, who complied with the notice procedures set
forth in clauses (2) and (3) of paragraph (A) of this Section 10 and who was a
stockholder of record at the time such notice is delivered to the Secretary of
the Corporation.

                 (2) For nominations or other business to be properly brought
before an annual meeting by a stockholder pursuant to clause (c) of paragraph
(A)(1) of this Section 10, the stockholder must have given timely notice thereof
in writing to the Secretary of the Corporation. To be timely, a stockholder's
notice shall be delivered to the Secretary at the principal executive offices of
the Corporation not less than seventy days nor more than ninety days prior to
the first anniversary of the preceding year's annual meeting; provided, however,
that in the event that the date of the annual meeting is advanced by more than
twenty days, or delayed by more than seventy days. from such anniversary date,
and in the case of the Corporation's first annual meeting to be held after the
initial adoption of these By-Laws, notice by the stockholder to be timely musty
be so delivered not earlier than the ninetieth day prior to such annual meeting
and



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not later than the close of business on the later of the seventieth day prior to
such annual meeting or the tenth day following the day on which public
announcement of the date of such meeting is first made, Such stockholder's
notice shall set forth (a) as to each person whom the stockholder proposes to
nominate for election or reelection as a Director all information relating to
such person that is required to be disclosed in solicitations of proxies for
election of Directors, or is otherwise required, in each case pursuant to
Regulation 14A under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), including such person's written consent to being named in the
proxy statement as a nominee and to serving as a Director if elected; (b) as to
any other business that the stockholder proposes to bring before the meeting, a
brief description of the business desired to be brought before the meeting, the
reasons for conducting such business at the meeting and any material interest in
such business of such stockholder and the beneficial owner, if any, on whose
behalf the proposal is made; and (c) as to the stockholder giving the notice and
the beneficial owner, if any, on whose behalf the nomination or proposal is made
(i) the name and address of mach stockholder, as they appear on the
Corporation's books, and of such beneficial owner and (ii) the class and number
of shares of the Corporation which arc owned beneficially and of record by such
stockholder and such beneficial owner.

                 (3) Notwithstanding anything in the second sentence of
paragraph (A)(2) of this Section 10 to the contrary, in the event that the
number of Directors to be elected to the Board of Directors is increased and
there is no public announcement naming all of the nominees for Director or
specifying the size of the increased Board of Directors made by the Corporation
at least eighty days prior to the first anniversary of the preceding years
annual meeting, a stockholder's notice required by this Section 10 shall also be
considered timely, but only with respect to nominees for any new positions
created by such increase, if it shall be delivered to the



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Secretary at the principal executive offices of the Corporation not later than
the close of business on the tenth day following the day on which such public
announcement is first made by the Corporation.

                 (B) SPECIAL MEETING OF STOCKHOLDERS. Only such business stall
be conducted at a special meeting of stockholders as shall have been brought
before the meeting pursuant to the Corporation's notice of meeting pursuant to
Section 4 of Article II of these By-Laws. Nominations of persons for election to
the Board of Directors may be made at a special meeting of stockholders at which
Directors are to be elected pursuant to the Corporation's notice of meeting (i)
by or at the direction of the Board of Directors or (ii) by any stockholder of
the Corporation who is entitled to vote at the meeting, who complies with the
notice procedures set forth in this Section 10 and who is a stockholder of
record at the time such notice is delivered to the Secretary of the Corporation.
Nominations by stockholders of persons for election to the Board of Directors
may be made at such a special meeting of stockholders if the stockholder's
notice as required by paragraph (A)(2) of this Section 10 shall be delivered to
the Secretary at the principal executive offices of the Corporation not earlier
than the ninetieth day prior to such special meeting and not later than the
close of business on the later of the seventieth day prior to such special
meeting or the tenth day following the day on which public announcement is first
made of the date of the special meeting and of the nominees proposed by the
Board of Directors to be elected at such meeting.

                 (C) GENERAL. (1) Only persons who are nominated in accordance
with the procedures set forth in this Section 10 shall be eligible to serve as
Directors and only such business shall be conducted at a meeting of stockholders
as shall have been brought before the meeting in accordance with the procedures
set forth in this Section 10. Except as otherwise



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provided by law, the Restated Certificate of Incorporation or these By-Laws, the
Chairman of the meeting shall have the power and duty to determine whether a
nomination or any business proposed to be brought before the meeting was made in
accordance with the procedures set forth in this Section 10 and, if any proposed
nomination or business is not in compliance wit this Section 10, to declare that
such defective proposal or nomination shall be disregarded.

                 (2) For purposes of this Section 10, "public announcement"
shall mean disclosures in a press release reported by the Dow Jones News
Service, Associated Press or comparable national news service or in a document
publicly filed by the Corporation with the Securities and Exchange Commission
pursuant to Section 13, 14 or 15(d) of the Exchange Act.

                 (3) Notwithstanding the foregoing provisions of this Section
10, a stockholder shall also comply with all applicable requirements of the
Exchange Act and the rules and regulations thereunder with respect to the
matters set forth in this Section 10. Nothing in this Section 10 shall be deemed
to affect any rights of stockholders to request inclusion of proposals in the
Corporation's proxy statement pursuant to Rule 14a-8 under the Exchange Act.

                 Section 11. The Board of Directors by resolution shall appoint
one or more inspectors, which inspector or inspectors may include individuals
who serve the Corporation in other capacities, including, without limitation, as
officers, employees, agents or representatives of the Corporation, to act at the
meeting and make a written report thereof. One or more persons may be designated
as alternate inspectors to replace any inspector who fails to act. If no
inspector or alternate has been appointed to act, or if all inspectors or
alternates who have been appointed are unable to act, at the meeting of
stockholders, the Chairman of the meeting shall appoint one or more inspectors
to act at the meeting. Each inspector, before discharging his or her duties,
shall take and sign an oath faithfully to execute the duties of inspector with
strict



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impartiality and according to the best of his or her ability. The inspectors
shall have the duties prescribed by the General Corporation Law of the State of
Delaware (the "GCL").

                 The Chairman of the meeting shall fix and announce at the
meeting the time of the opening and the closing of the polls for each matter
upon which the stockholders will vote at a meeting.

                                   ARTICLE III

                                    DIRECTORS

                 Section 1. The number of Directors which shall constitute the
whole Board shall be not less than 1 nor more than 8. The first Board shall
consist of one Director. Thereafter, within the limits above specified, the
number of Directors shall be determined by resolution of the Board of Directors
or by the stockholders at the annual meeting. The Directors shall be elected at
the annual meeting of the stockholders, except as provided in Section 2 of this
Article, and each Director elected shall hold office until his successor is
elected and qualified. Except as otherwise permitted by or consistent with
applicable statutory, regulatory and interpretive restrictions regarding foreign
ownership or control of U.S. air carriers, at no time shall more than one-third
of the Directors in office be Aliens (as defined in the Restated Certificate of
Incorporation). Directors need not be stockholders.

                 Section 2. Vacancies and newly created directorships resulting
from any increase in the authorized number of Directors may be filled by a
majority of the Directors then in office, though less than a quorum, or by a
sole remaining Director, and the Directors so chosen shall hold office until the
next annual election and until their successors are duly elected and shall



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qualify, unless sooner displaced. If there are no Directors in office, then an
election of Directors may be held in the manner provided by statute. If, at the
time of filling any vacancy or any newly created directorship, the Directors
then in office shall constitute less than a majority of the whole Board (as
constituted immediately prior to any such increase), the Court of Chancery may,
upon application of any stockholder or stockholders holding at least ten percent
of the total number of the shares at the time outstanding having the right to
vote for such Directors, summarily order an election to be held to fill any such
vacancies or newly created directorships, or to replace the Directors chosen by
the Directors then in office.

                 Section 3. The business of the Corporation shall be managed by
or under the direction of its Board of Directors which may exercise all such
powers of the Corporation and do all such lawful acts and things as are not by
statute or by the Restated Certificate of Incorporation or by these By-laws
directed or required to be exercised or done by the stockholders.

                       MEETINGS OF THE BOARD OF DIRECTORS

                 Section 4. The Board of Directors of the Corporation may hold
meetings, both regular and special, either within or without the State of
Delaware at such place as is indicated in the notice or waiver of notice
thereof.
                 Section 5. The first meeting of each newly elected Board of
Directors shall be held at such time and place as shall be fixed by the vote of
the stockholders at the annual meeting and no notice of such meeting shall be
necessary to the newly elected Directors in order legally to constitute the
meeting, provided a quorum shall be present. In the event of the failure of the
stockholders to fix the time or place of such first meeting of the newly elected
Board of Directors, or in the event such meeting is not held at the time and
place so fixed by the



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stockholders, the meeting may be held at such time and place as shall be
specified in a notice given as hereinafter provided for special meetings of the
Board of Directors, or as shall be specified in a written waiver signed by all
of the Directors.

                 Section 6. Regular meetings of the Board of Directors shall be
held on such date and at such times and places as shall be designated from time
to time by the Board of Directors; provided, that the Board shall bold at least
four (4) regular meetings in each year; provided further that the regular
meetings of the Board of Directors can be waived at the request of the Chief
Executive Officer if at least a majority of the Directors agree in writing to
such waiver at least seven days before the date of the meeting to be so waived
except that in any event the Board shall hold at least four (4) regular meetings
in each year. The Secretary shall forward to each Director, at least five days
before any such regular meeting, a notice of the time and place of the meeting,
together with the reports and recommendations of any committee of the Board of
Directors required to deliver periodic reports and the agenda for the meeting
prepared by the Chief Executive Officer or in lieu thereof a notice of waiver If
the regular meeting has been waived.

                 Section 7. Special meetings of the Directors may be called by
the Chairman of the Board, any Vice Chairman, the Chief Executive Officer or a
majority of the Directors, at such time and place as shall be specified in the
notice or waiver thereof. Notice of each special meeting, including the time and
place of the meeting and the agenda therefor, shall be given by the Secretary or
by the person calling the meeting to each Director by causing the same to be
delivered personally or by facsimile transmission not later than the close of
business on the second day next preceding the day of the meeting.

                 Section 8. Members of the Board of Directors, or of any
committee designated by



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the Board, may participate in a meeting of the Board of Directors or such
committee by means of conference telephone or similar communications equipment
by means of which all persons participating in the meeting can hear each other,
and participation in a meeting by such means shall constitute presence in person
at such meeting.

                 Section 9. At all meetings of the Board a majority of the
Directors shall constitute a quorum for the transaction of business and the act
of a majority of the Directors present at any meeting at which there is a quorum
shall be the act of the Board of Directors, except as may be otherwise
specifically provided by statute or by the Restated Certificate of
Incorporation. If a quorum shall not be present at any meeting of the Board of
Directors the Directors present thereat may adjourn the meeting from time to
time, without notice other than announcement at the meeting, until a quorum
shall be present.

                 Section 10. Unless otherwise restricted by the Restated
Certificate of Incorporation or these By-Laws, any action required or permitted
to be taken at any meeting of the Board of Directors or of any committee thereof
may be taken without a meeting, if all members of the Board or committee, as the
case may be, consent thereto in writing, and the writing or writings are filed
with the minutes of proceedings of the board or committee.

                 Section 11. Unless otherwise restricted by the Restated
Certificate of Incorporation or these By-Laws, members of the Board of
Directors, or any committee designated by the Board of Directors, may
participate in a meeting of the Board of Directors, or any committee, by means
of conference telephone or similar communications equipment but by means of
which all persons participating in the meeting can hear each other, and such
participation in a meeting shall constitute presence in person at the meeting.



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                             COMMITTEES OF DIRECTORS

                 Section 12. The Board of Directors may, by resolution passed by
a majority of the whole Board, designate one or more committees, each committee
to consist of one or more of the Directors of the Corporation. The Board may
designate one or more Directors as alternate members of any committee, who may
replace any absent or disqualified member at any meeting of the committee.

                 In the absence or disqualification of a member of a committee,
the member or members thereof present at any meeting and not disqualified from
voting, whether or not he or they constitute a quorum, may unanimously appoint
another member of the Board of Directors to act at the meeting in the place of
any such absent or disqualified member.

                  Any such committee, to the extent provided in the resolution
of the Board of Directors, shall have and may exercise all the powers and
authority of the Board of Directors in the management of the business and
affairs of the Corporation, and may authorize the seal of the Corporation to be
affixed to all papers which may require it; but no such committee shall have the
power or authority in reference to amending the Restated Certificate of
Incorporation (except that a committee may, to the extent authorized in the
resolution or resolutions providing for the issuance of shares of stock adopted
by the Board of Directors as provided in Section 151(a) of the GCL, fix any of
the preferences or rights of such shares relating to dividends, redemption,
dissolution, any distribution of assets of the Corporation or the conversion
into, or the exchange of such shares for, shares of any other class or classes
or any other series of the same or any other class or classes of stock of the
Corporation), adopting an agreement of merger or consolidation, recommending to
the stockholders the sale, lease or exchange of all or substantially all of the
Corporation's property and assets, recommending to the stockholders a



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dissolution of the Corporation or a revocation of a dissolution, or amending the
By-Laws of the Corporation; and, unless the resolution or the Restated
Certificate of Incorporation expressly so provide, no such committee shall have
the power or authority to declare a dividend or to authorize the issuance of
stock or to adopt a certificate of ownership and merger. Such committee or
committees shall have such name or names as may be determined from time to time
by resolution adopted by the Board of Directors.

                 Section 13. Each committee shall keep regular minutes of its
meetings and report the same to the Board of Directors when required.

                            COMPENSATION OF DIRECTORS

                 Section 14. Unless otherwise restricted by the Restated
Certificate of Incorporation or these By-Laws, the Board of Directors shall have
the authority to fix the compensation of Directors. The Directors may be paid
their expenses, if any, of attendance at each meeting of the Board of Directors
and may be paid a fixed sum for attendance at each meeting of the Board of
Directors or a stated salary as Director. No such payment shall preclude any
Director from serving the Corporation in any other capacity and receiving
compensation therefor. Members of special or standing committees may be allowed
like compensation for attending committee meetings.

                              REMOVAL OF DIRECTORS

                  Section 15. Unless otherwise restricted by the Restated
Certificate of incorporation or by law, any Director or the entire Board of
Directors may be removed, with or without cause, by the holders of a majority of
shares entitled to vote at an election of Directors.




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                                   ARTICLE IV

                                     NOTICES

                  Section 1. Whenever, under the provisions of the statutes or
of the Restated Certificate of Incorporation or of these By-Laws, notice is
required to be given to any Director or stockholder, it shall not be construed
to mean personal notice, but such notice may be given in writing, by mail,
addressed to such Director or stockholder, at his address as it appears on the
records of the Corporation, with postage thereon prepaid, and such notice shall
be deemed to be given at the time when the same shall be deposited in the United
States mail. Notice to Directors may also be given by telegram.

                 Section 2. Whenever any notice is required to be given under
the provisions of the statutes or of the Restated Certificate of Incorporation
or of these By-Laws. a waiver thereof in writing, signed by the person or
persons entitled to said notice, whether before or after the time stated
therein, shall be deemed equivalent thereto.

                                    ARTICLE V

                                    OFFICERS

                 Section 1. The officers of the Corporation shall be chosen by
the Board of Directors and shall be a Chairman of the Board of Directors, a
Chief Executive Officer, a President, a Vice-President, a Secretary and a
Treasurer. The Board of Directors may also choose one or more Vice-Chairman of
the Board, additional Vice-Presidents, and one or more



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Assistant Secretaries and Assistant Treasurers. Any number of offices may be
held by the same person, unless the Restated Certificate of Incorporation or
these By-Laws otherwise provide.

                 Section 2. The Board of Directors at its first meeting after
each annual meeting of stockholders shall choose a Chairman of the Board of
Directors, a Chief Executive Officer, a President, one or more Vice-Presidents,
a Secretary and a Treasurer.

                 Section 3. The Board of Directors may appoint such other
officers and agents as it shall deem necessary who shall hold their offices for
such terms and shall exercise such powers and perform such duties as shall be
determined from time to time by the Board of Directors.

                 Section 4. The salaries of all officers and agents of the
Corporation shall be fixed by the Board of Directors.

                 Section 5. The officers of the Corporation shall hold office
until their successors are chosen and qualify. Any officer elected or appointed
by the Board of Directors may be removed at any time by the affirmative vote of
a majority of the Board of Directors. Any vacancy occurring in any office of the
Corporation shall be filled by the Board of Directors.

                       CHAIRMAN OF THE BOARD OF DIRECTORS

                 Section 6. The Chairman of the Board of Directors shall be a
Director. He shall preside at all meetings of stockholders and of the Board of
Directors at which he shall be present, and he shall perform such other duties
and enjoy such other powers as shall be delegated to him by the Board of
Directors or which are or may at any time be required by law.

                 Section 7. Each Vice Chairman of the Board, in the absence of
the Chairman of the Board, shall have all powers herein conferred upon the
Chairman of the Board. In addition, each Vice Chairman shall have such other
powers and duties as may be delegated to him or her by the Board of Directors.



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                             CHIEF EXECUTIVE OFFICER

                  Section 8. The Chief Executive Officer shall preside at all
meetings of the stockholders and the Board of Directors, shall have general and
active management of the business of the Corporation and shall see that all
orders and resolutions of the Board of Directors are carried into effect.

                 Section 9. He shall execute bonds, mortgages and other
contracts requiring a seal, under the seal of the Corporation, except where
required or permitted by law to be otherwise signed and executed and except
where the signing and execution thereof shall be expressly delegated by the
Board of Directors to some other officer or agent of the Corporation.

                                    PRESIDENT

                  Section 10. The President shall perform all the duties and
enjoy all the powers commonly incident to his office or delegated to him or
which are, or may be, authorized or required by law. In the absence of the
Chairman of the Board of Directors, he shall have and perform the duties of that
office.

                               THE VICE-PRESIDENTS

                  Section 11. In the absence of the President or in the event of
his inability or refusal to act, the Vice-President (or in the event there be
more than one Vice-President, the Vice-Presidents in the order designated by the
Directors, or in the absence of any designation, then in the order of their
election) shall perform the duties of the President, and when so acting, shall
have all the powers of and be subject to ill the restrictions upon the
President. The Vice-Presidents shall perform such other duties and have such
other powers as the Board of Directors may from time to time prescribe.



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                      THE SECRETARY AND ASSISTANT SECRETARY

                  Section 12. The Secretary shall attend all meetings of the
Board of Directors and all meetings of the stockholders and record all the
proceedings of the meetings of the Corporation and of the Board of Directors in
a book to be kept for that purpose and shall perform like duties for the
standing committees when required. He shall give, or cause to be given, notice
of all meetings of the stockholders and special meetings of the Board of
Directors, and shall perform such other duties as may be prescribed by the Board
of Directors or Chief Executive Officer, under whose supervision he shall be. He
shall have custody of the corporate seal of the Corporation and he, or an
Assistant Secretary, shall have authority to affix the same to any instrument
requiring it and when so affixed, it may be attested by his signature or by the
signature of such Assistant Secretary. The Board of Directors may give general
authority to any other officer to affix the seal of the Corporation and to
attest the affixing by his signature.

                  Section 13. The Assistant Secretary, or if there be more than
one, the Assistant Secretaries in the order determined by the Board of Directors
(or if there be no such determination, then in the order of their election)
shall, in the absence of the Secretary or in the event of his inability or
refusal to act, perform the duties and exercise the powers of the Secretary and
shall perform such other duties and have such other powers as the Board of
Directors may from time to time prescribe.

                     THE TREASURER AND ASSISTANT TREASURERS

                  Section 14. The Treasurer shall have the custody of the
corporate funds and securities and shall keep full and accurate accounts of
receipts and disbursements in books belonging to the Corporation and shall
deposit all moneys and other valuable effects in the name and to the credit of
the Corporation in such depositories as may be designated by the Board of
Directors.



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                  Section 15. He shall disburse the funds of the Corporation as
may be ordered by the Board of Directors, taking proper vouchers for such
disbursements, and shall render to the President and the Board of Directors, at
its regular meetings, or when the Board of Directors so requires, an account of
all his transactions as treasurer and of the financial condition of the
Corporation.

                  Section 16. If required by the Board of Directors, he shall
give the Corporation a bond (which shall be renewed every six years) in such sum
and with such surety-or-sureties as shall be satisfactory to the Board of
Directors for the faithful performance of the duties of his office and for the
restoration to the Corporation. in case of his death, resignation, retirement or
removal from office, of all books, papers, vouchers, money and other property of
whatever kind In his possession or under his control belonging to the
Corporation.

                  Section 17. The Assistant Treasurer. or if there shall be more
than one, the Assistant Treasurers in the order determined by the Board of
Directors (or if there be no such determination, then in the order of their
election) shall, in the absence of the treasurer or in the event of his
inability or refusal to act, perform the duties and exercise the powers of the
treasurer and shall perform such other duties and have such other powers as the
Board of Directors may from time to time prescribe.

                                   ARTICLE VI

                             CERTIFICATES FOR SHARES

                  Section 1. The shares of the Corporation shall be represented
by a certificate or



                                       19
<PAGE>   21

shall be uncertificated. Certificates shall be signed by, or in the name of the
Corporation by the Chairman or Vice-Chairman of the Board of Directors, the
Chief Executive Officer, or the President or a Vice-President, and by the
Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary
of the Corporation.

                  Within a reasonable time after the issuance or transfer of
uncertificated stock, the Corporation shall send to the registered owner thereof
a written notice containing the information required to be set forth or stated
on certificates pursuant to Sections 151, 156, 202(a) or 218(a) of the GCL or a
statement that the Corporation will furnish without charge to each stockholder
who so requests the powers, designations, preferences and relative
participating, optional or other special rights of each class of stack or series
thereof and the qualifications, limitations or restrictions of such preferences
and/or rights.

                  Section 2. Any of or all the signatures on a certificate may
be facsimile. In case any officer, transfer agent or registrar who has signed or
whose facsimile signature has been placed upon a certificate shall have ceased
to be such officer, transfer agent or registrar before such certificate is
issued, it may be issued by the Corporation with the same effect as if he were
such officer, transfer agent or registrar at the date of issue.

                                LOST CERTIFICATES

                  Section 3. The Board of Directors or any officer of the
Corporation may direct a new certificate or certificates or uncertificated
shares to be issued in place of any certificate or certificates theretofore
issued by the Corporation alleged to have been lost, stolen or destroyed, upon
the making of an affidavit of that fact by the person claiming the certificate
of stock to be lost, stolen or destroyed. When authorizing such issue of a new
certificate or certificates or uncertificated shares, the Board of Directors or
any officer may, in its/his/her discretion and as a



                                       20
<PAGE>   22

condition precedent to the issuance thereof, require the owner of such lost,
stolen or destroyed certificate or certificates, or his legal representative, to
advertise the same in such manner as it/he/she shall require and/or to give the
Corporation a bond in such sum as it may direct as indemnity against any claim
that may be made against the Corporation with respect to the certificate alleged
to have been lost, stolen or destroyed.

                                TRANSFER OF STOCK

                  Section 4. Upon surrender to the Corporation or the transfer
agent of the Corporation of a certificate for shares duly endorsed or
accompanied by proper evidence of succession, assignation or authority to
transfer, it shall be the duty of the Corporation to issue a new certificate to
the person entitled thereto, cancel the old certificate and record the
transaction upon its books. Upon receipt of proper transfer instructions from
the registered owner of uncertificated shares such uncertificated shares shall
be canceled and issuance of new equivalent uncertificated shares or certificated
shares shall be made to the person entitled thereto and the transaction shall be
recorded upon the books of the Corporation.

                               FIXING RECORD DATE

                  Section 5. In order that the Corporation may determine the
stockholders entitled to notice of or to vote at any meeting of stockholders or
any adjournment thereof, or to express consent to corporate action in writing
without a meeting, or entitled to receive payment of any dividend or other
distribution or allotment of any rights, or entitled to exercise any rights in
respect of any change, conversion or exchange of stock or for the purpose of any
other lawful action, the Board of Directors may fix, in advance, a record date.
which shall not be more than sixty nor less than ten days before the date of
such meeting, nor more than sixty days prior to any other action. A
determination of stockholders of record entitled to notice of or to vote at a



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<PAGE>   23

meeting of stockholders shall apply to any adjournment of the meeting; provided,
however, that the Board of Directors may fix a new record date for the adjourned
meeting.

                             REGISTERED STOCKHOLDERS

                  Section 6. The Corporation shall be entitled to recognize the
exclusive right of a person registered on its books as the owner of shares to
receive dividends, and to vote as such owner, and to hold liable for calls and
assessments a person registered on its books as the owner of shares, and shall
not be bound to recognize any equitable or other claim to or interest in such
share or shares on the part of any other person. whether or not it shall have
express or other notice thereof, except as otherwise provided by the laws of
Delaware.

                                   ARTICLE VII

                               OWNERSHIP BY ALIENS

                  Section 1. FOREIGN STOCK RECORD. There shall be maintained a
separate stock record, designated the "Foreign Stock Record," for the
registration of Voting Stock, as defined in Section 2, that is Beneficially
Owned (as defined in the Restated Certificate of Incorporation) by aliens, as
defined in the Restated Certificate of Incorporation ("Alien Stock"). The
Beneficial Ownership by aliens of Voting Stock shall be determined in conformity
with regulations prescribed by the Board of Directors.

                  Section 2. MAXIMUM PERCENTAGES. At no time shall ownership of
shares representing more than the Maximum Percentage, as defined below, be
registered in the Foreign Stock Record. As used herein, (a) "Maximum Percentage"
means the maximum percentage of voting power of Voting Stock, as defined below,
which may be voted by, or at the direction of,



                                       22
<PAGE>   24

Aliens without violating applicable statutory, regulatory and interpretive
restrictions regarding foreign ownership or control of U.S. air carriers or
adversely affecting the Corporation's operating certificates or authorities, and
(b) "Voting Stock" means all outstanding shares of capital stock of the
Corporation issued from time to time by the Corporation and Beneficially Owned
by Aliens which, but for the provisions of Section (a) of Article 5 of the
Restated Certificate of Incorporation, by their terms may vote (at the time such
determination is made) for the election of Directors of the Corporation, except
shares of Preferred Stock that are entitled to vote for the election of
Directors solely as a result of the failure to pay dividends by the Corporation
or other breach of the terms of such Preferred Stock.

                  Section 3. RECORDING OF SHARES. If at any time there exist
shares of Voting Stock that are Alien Stock but that are not registered in the
Foreign Stock record, the Beneficial Owner thereof may request, in writing, the
Corporation to register ownership of such shares on the Foreign Stock Record and
the Corporation shall comply with such request, subject to the limitation set
forth in Section 2. The order in which Alien Stock shall be registered on the
Foreign Stock Record shall be chronological, based on the date the Corporation
received a written request to so register such shares of Alien Stock. If at any
time the Corporation shall find that the combined voting power of Voting Stock
then registered in the Foreign Stock Record exceeds the Maximum Percentage,
there shall be removed from the Foreign Stock Record the registration of such
number of shares so registered as is sufficient to reduce the combined voting
power of the shares so registered to an amount not in excess of the Maximum
Percentage. The order in which such shares shall be removed shall be reverse
chronological order based upon the date the Corporation received a written
request to so register such shares of Alien Stock.



                                       23
<PAGE>   25

                                  ARTICLE VIII

                          GENERAL PROVISIONS-DIVIDENDS

                  Section 1. Dividends upon the capital stock of the
Corporation, subject to the provisions of the Restated Certificate of
Incorporation, if any, may be declared by the Board of Directors at any regular
or special meeting, pursuant to law. Dividends may be paid in cash, in property,
or in shares of the capital stock, subject to the provisions of the Restated
Certificate of Incorporation.

                  Section 2. Before payment of any dividend, there may be set
aside out of any funds of the Corporation available for dividends such sum or
sums as the Directors from time to time, in their absolute discretion, think
proper as a reserve or reserves to meet contingencies, or for equalizing
dividends, or for repairing or maintaining any property of the Corporation, or
for such other purpose as the Directors shall think conducive to the interest of
the Corporation, and the Directors may modify or abolish any such reserve in the
manner in which it was created.

                                ANNUAL STATEMENT

                  Section 3. The Board of Directors shall present at each annual
meeting a full and clear statement of the business and condition of the
Corporation.

                                     CHECKS

                 Section 4. All checks or demands for money and notes of the
Corporation shall be signed by such officer or officers or such other person or
persons as the Board of Directors may from time to time designate.

                                   FISCAL YEAR

                  Section 5. The fiscal year of the Corporation shall be fixed
by resolution of the Board of Directors.



                                       24
<PAGE>   26

                                      SEAL

                  Section 6. The corporate seal shall have inscribed thereon the
name of the Corporation and the words "Corporate Seal, Delaware". The seal may
be used by causing it or a facsimile thereof to be impressed or affixed or
reproduced or otherwise.

                                   ARTICLE IX

                                 INDEMNIFICATION


                  Section 1. (a) Any person made a party or threatened to be
made a party to a threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative (other than an action
or suit by or in the right of the Corporation to procure a judgment in its
favor) by reason of the fact that he is or was a Director or officer of the
Corporation, or is or was serving at the request of the Corporation as a
Director or officer of another corporation, partnership, joint venture, trust or
other enterprise, including service with respect to an employee benefit plan,
shall be indemnified by the Corporation against expenses (including attorneys'
fees), judgment, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding to the
fullest extent authorized by the GCL as the same exists or may hereafter be
amended (but, in the case of any such amendment, only to the extent that such
amendment permits the Corporation to provide broader indemnification rights than
said law permitted the Corporation to provide prior to such amendment). The
termination of any action, suit or proceeding by judgment, order, settlement
conviction, or upon a plea of nolo contendere or its equivalent, shall not, of
itself, create a presumption that the person did not act in good faith and in a
manner which he reasonably



                                       25
<PAGE>   27

believed to be in or not opposed to the best interests of the Corporation, or,
with respect to any criminal action or proceeding, that the person had
reasonable cause to believe that his conduct was unlawful.

         (b) Any person made a party or threatened to be made a party to any
threatened, pending or completed action or suit by or in the right of the
Corporation to procure a judgment in its favor by reason of the fact that he is
or was a Director or officer of the Corporation, or is or was serving at the
request of the Corporation as a Director or officer of another corporation,
partnership, joint venture, trust or other enterprise, including service with
respect to an employee benefit plan, shall be indemnified by the Corporation
against expenses (including attorneys' fees), judgment, fines and amounts paid
in settlement actually and reasonably incurred by him in connection with such
action or suit to the fullest extent authorized by the GCL as the same exists or
may hereafter be amended (but, in the case of any such amendment, only to the
extent that such amendment permits the Corporation to provide broader
indemnification rights than said law permitted the Corporation to provide prior
to such amendment) except that no indemnification shall be made hereunder in
respect of any claim, issue or matter as to which the person shall be adjudged
liable to the Corporation unless and only to the extent that the court of
Chancery of the State of Delaware or the court in which such action or suit was
brought shall determine upon application that, despite the adjudication of
liability, but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses which said Court
of Chancery or such other court shall deem proper.

                  (g) The indemnification and advancement of expenses, provided
by, or granted pursuant to, this Section shall, unless otherwise provided when
authorized or ratified,



                                       26
<PAGE>   28

continue as to a person who has ceased to be a Director or officer and shall
inure to the benefit of the heirs, executors and administrators of such a
person.

                 Section 2. INSURANCE. The Board of Directors of the Corporation
may, in its discretion, authorize the Corporation to purchase and maintain
insurance on behalf of any person who is or was a Director, officer, employee or
agent of the Corporation, or is or was serving at the request of the Corporation
as a Director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise including service with respect to an
employee benefit plan. against any liability asserted against him and incurred
by him in any such capacity, or arising out of his status as such, whether or
not the Corporation would have the power to indemnify him against such liability
under the provisions of Section 3. of this Article IX.

                                    ARTICLE X

                                   AMENDMENTS

                   Section 1. The Board of Directors is expressly authorized to
adopt, repeal, alter or amend these By-Laws by the vote of a majority of the
entire Board of Directors. In addition, the stockholders of the Corporation may
adopt, repeal. alter or amend provisions of these By-Laws upon the affirmative
vote of the holders of 66 2/3% of the combined voting power of the then
outstanding stock of the Corporation entitled to vote generally in the election
of Directors.



                                       27