FORM 10-Q


               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549


[ x ]     Quarterly Report Pursuant to Section 13 or 15(d) of the
          Securities Exchange Act of 1934
          For the quarterly period ended March 31, 2000

[   ]     Transition Report Pursuant to Section 13 or 15(d) of
          the Securities Exchange Act of 1934


                     Commission File Number
                             0-25732


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



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




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


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



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.

                                   [ x ]   Yes         [   ]   No

As  of  May 5, 2000 the Registrant had 34,472,207 shares of  $.01
par value Common Stock outstanding.


                ATLAS AIR, INC. AND SUBSIDIARIES


                              INDEX




PART I.   FINANCIAL INFORMATION

     Item 1.        Consolidated Financial Statements

               Consolidated Balance Sheets-
                  March 31, 2000 and December 31, 1999

               Consolidated Statements of Operations-
                  Three Months Ended March 31, 2000 and 1999

               Consolidated Statements of Cash Flows-
                  Three Months Ended March 31, 2000 and 1999

               Notes to Consolidated Financial Statements

     Item 2.        Management's Discussion and Analysis of
                      Financial Condition and Results of
                      Operations

PART II.  OTHER INFORMATION

     Item 1.        Legal Proceedings

     Item 6.        Exhibits and Reports on Form 8-K
                       Exhibit 27 - Financial Data Schedule

               Signatures


                ATLAS AIR, INC. AND SUBSIDIARIES

                   CONSOLIDATED BALANCE SHEETS
                (In thousands, except share data)
<TABLE>

                                         March 31,   December 31,
                                            2000        1999
                                        (Unaudited)
                            ASSETS
<S>                                     <C>         <C>
Current assets:
     Cash and cash equivalents          $  252,911  $  331,605
     Short-term investments                137,264     141,555
     Accounts receivable and other, net    100,249      92,979
          Total current assets             490,424     566,139
Property and equipment:
     Flight equipment                    1,829,039   1,732,543
     Other                                  23,670      19,172
                                         1,852,709   1,751,715
     Less accumulated depreciation        (221,896)   (208,465)
           Net property and equipment    1,630,813   1,543,250
Other assets:
     Debt issuance costs, net of
      accumulated amortization
      of $15,922 and $14,281                27,978      27,201
     Deposits and other                     31,118       5,780
               Total assets             $2,180,333  $2,142,370

             LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
     Current portion
      of long-term debt                 $  112,541  $   95,929
     Accounts payable and
      accrued liabilities                  119,051     139,929
     Income tax payable                         --          --
          Total current liabilities        231,592     235,858
Long-term debt, net of current portion   1,314,605   1,253,084
Other liabilities                          188,212     228,075
Deferred income taxes                       74,837      67,653
Commitments and contingencies
Stockholders' equity:
     Preferred Stock, $1 par value;
      10,000,000 shares authorized;
      no shares issued                          --          --
     Common Stock, $0.01 par value;
      50,000,000 shares authorized;
      34,542,407 and 34,480,946
      shares issued                            345         345
     Additional paid-in capital            198,956     198,002
     Retained earnings                     174,239     162,194
     Deferred compensation -
      Restricted Stock                        (842)       (404)
     Treasury Stock, at cost;
      78,244 and 115,906 shares             (1,611)     (2,437)
          Total stockholders' equity       371,087     357,700
               Total liabilities and
                stockholders' equity    $2,180,333  $2,142,370
</TABLE>

     The accompanying notes are an integral part of these
              consolidated financial statements.


                ATLAS AIR, INC. AND SUBSIDIARIES

              CONSOLIDATED STATEMENTS OF OPERATIONS
            (In thousands, except per share amounts)
                           (Unaudited)
<TABLE>
                                                Three Months
                                               Ended March 31,
<S>                                         <C>            <C>
                                             2000          1999
Revenues:
     Contract services                      $163,576       $135,378
     Charters, scheduled services and
      other                                    2,836          2,461
          Total operating revenues           166,412        137,839

Operating expenses:
     Flight crew salaries and benefits        14,182         11,361
     Other flight-related expenses            13,985         10,829
     Maintenance                              33,645         30,271
     Aircraft and engine rentals              16,956         11,505
     Fuel and ground handling                  5,247          3,075
     Depreciation and amortization            22,738         19,167
     Other                                    16,483         14,924
          Total operating expenses           123,236        101,132
Operating income                              43,176         36,707
Other income (expense):
     Interest income                           6,208          4,574
     Interest expense                        (29,987)      (24,888)
                                             (23,779)      (20,314)
Income before income taxes,
 extraordinary item and cumulative
 effect of a change in accounting
 principle                                    19,397         16,393
Provision for income taxes                    (7,378)       (6,147)
Income before extraordinary item and
 cumulative effect of a change in
 accounting principle                         12,019         10,246

Extraordinary item:
  Loss from extinguishment of debt,
   net of applicable tax benefit
   of $3,872                                      --        (6,593)

 Cumulative effect of a change in
  accounting principle, net of
  applicable tax benefit of $850                  --        (1,416)

Net income                                  $ 12,019       $  2,237

Basic earnings per share:
  Income before extraordinary item and
   cumulative effect of a change in
   accounting principle                        $0.35          $0.30
  Extraordinary item                              --         (0.19)
  Cumulative effect of a change in
   accounting principle                           --         (0.04)
  Net income                                   $0.35          $0.07
  Weighted average common shares              34,418         33,950

Diluted earnings per share:
  Income before extraordinary item and
   cumulative effect of a change in
   accounting principle                        $0.35          $0.30
  Extraordinary item                              --         (0.19)
  Cumulative effect of a change in
   accounting principle                           --         (0.04)
  Net income                                   $0.35          $0.07
  Weighted average common shares              34,608         34,327
</TABLE>

 The accompanying notes are an integral part of these consolidated
                       financial statements.

                ATLAS AIR, INC. AND SUBSIDIARIES

              CONSOLIDATED STATEMENTS OF CASH FLOWS
                         (In thousands)
                           (Unaudited)

<TABLE>

                                            Three Months Ended
                                                March 31,
<S>                                      <C>            <C>
                                           2000           1999
Operating activities:
Net income                               $   12,019     $   2,237
Adjustments to reconcile net income to
net cash provided
   by operating activities:
     Depreciation and amortization           22,738        19,167
     Amortization of debt issuance
      costs and lease financing costs           310           612
     Extraordinary loss                          --        10,465
     Write-off of start-up costs                 --         2,266
     Deferred income taxes                    7,184           813
     Changes in operating assets and
      liabilities:
       Accounts receivable and other        (7,270)        14,696
       Deposits and other                     (337)         2,409
       Accounts payable and accrued
        expenses                           (27,568)       (10,849)
       Income tax payable                        --        (7,855)

          Net cash provided by
           operating activities               7,076        33,961

Investing activities:
Purchase of property and equipment        (103,611)       (85,808)
Purchase of short-term investments         (13,273)        (4,882)
Maturity of short-term investments           17,564         5,000
          Net cash used in investing
           activities                      (99,320)       (85,690)

Financing activities:
Issuance of Common Stock                        954        14,458
Purchase of Treasury Stock                       --          (107)
Issuance of Treasury Stock                      248           230
Net proceeds from debt issuance and
 lease financing                             73,133        36,474
Principal payments on notes payable        (31,803)      (122,497)
Cash restricted for letter of credit       (25,001)            --
Debt issuance costs and deferred lease
costs                                       (3,981)          (529)
          Net cash provided by
          (used in) financing
           activities                        13,550       (71,971)

Net decrease in cash                       (78,694)      (123,700)
Cash and cash equivalents at beginning
 of period                                  331,605       449,627
Cash and cash equivalents at end
 of period                                $ 252,911     $ 325,927

</TABLE>

The accompanying notes are an integral part of these consolidated
                      financial statements.


                ATLAS AIR, INC. AND SUBSIDIARIES
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           (Unaudited)



1.   Unaudited Consolidated Financial Statements

      In  the  opinion of management, the accompanying  unaudited
consolidated   financial  statements  contain   all   adjustments
(consisting only of normal recurring items) necessary to  present
fairly  the financial position of Atlas Air, Inc. and its wholly-
owned subsidiaries (collectively, the "Company" or "Atlas") as of
March  31, 2000 and the results of operations and cash flows  for
the   periods   presented.   Certain  information  and   footnote
disclosures normally included in financial statements prepared in
accordance  with  generally accepted accounting  principles  have
been condensed or omitted pursuant to the Securities and Exchange
Commission's  rules and regulations.  The results  of  operations
for  the periods presented are not necessarily indicative of  the
results  to  be expected for the full year.  Management  believes
the  disclosures made are adequate to ensure that the information
is  not  misleading, and suggests that these financial statements
be  read  in  conjunction with the Company's  December  31,  1999
audited  financial statements included in its  Annual  Report  on
Form 10-K.

2.   Reclassifications

     Certain prior year amounts have been reclassified to conform
to current year presentation.

3.   Recently Issued Accounting Standards

     In  June  1998,  the  Financial Accounting  Standards  Board
issued  Statement of Financial Accounting Standards ("SFAS")  No.
133,   "Accounting   for  Derivative  Instruments   and   Hedging
Activities."   SFAS No. 133 establishes accounting and  reporting
standards  requiring that every derivative instrument  (including
certain  derivative instruments embedded in other  contracts)  be
recorded  on  the balance sheet as either an asset  or  liability
measured  at its fair value.  SFAS No. 133 requires that  changes
in  the  derivative's  fair  value  be  recognized  currently  in
earnings  unless  specific  hedge accounting  criteria  are  met.
Special  accounting for qualifying hedges allows  a  derivative's
gains and losses to offset related results on the hedged item  in
the  income statement, and requires that a company must  formally
document,  designate and assess the effectiveness of transactions
that  receive hedge accounting.  SFAS No. 133, as amended by SFAS
No.  137,  is  effective for all fiscal quarters of fiscal  years
beginning  after  June  15,  2000  and  earlier  application   is
encouraged.   The Company has not yet quantified the  impact,  if
any, of adopting SFAS No. 133 on its financial statements and has
not  determined the timing of or method of adoption of  SFAS  No.
133.  However, SFAS No. 133 could increase volatility in earnings
and other comprehensive income.

     In  December  1999,  the Securities and Exchange  Commission
(the  "SEC")  issued Staff Accounting Bulletin ("SAB")  No.  101,
"Revenue  Recognition  in  Financial Statements."   SAB  No.  101
summarizes the SEC's views on the application of GAAP to  revenue
recognition.   The Company has reviewed SAB No. 101 and  believes
that it is in compliance with the SEC's interpretation of revenue
recognition.


4.   Short-Term Investments

      The Company invests excess cash in part in various held-to-
maturity securities, as defined in SFAS No. 115, "Accounting  for
Certain  Investments  in  Debt  and  Equity  Securities,"   which
requires investments in debt securities to be classified as held-
to-maturity and measured at amortized cost only if the  reporting
enterprise  has  the positive intent and ability  to  hold  those
securities  to  maturity.  The following  tables  set  forth  the
aggregate  fair  value,  gross unrealized  holding  gains,  gross
unrealized holding losses, and amortized/accreted cost  basis  by
major  security type as of March 31, 2000 and December  31,  1999
(in thousands):

<TABLE>

                                  Gross       Gross      (Amorti-
                               Unrealized  Unrealized     zation)
  Security Type    Aggregate     Holding     Holding
<S>               <C>          <C>         <C>          <C>
                  Fair Value      Gains      Losses      Accretion
March 31, 2000:
Included in cash
 and cash
 equivalents:
  Market Auction
   Preferreds     $    95,400  $        -- $        --  $       --
  Corporate
   Bonds               56,400           --          18          (9)
  Commercial
   Paper               44,783           --           1           9
  Other                12,527           --          17          (7)
     Totals        $  209,110  $        -- $        36  $       (7)


Included in
 short-term
 investments:
  U.S.
   Government
   Agencies       $    37,929  $        -- $        58  $        --
  Corporate
   Notes               34,413           --         267           --
  Corporate
   Bonds               25,306           --         224           --
  Market Auction
   Preferreds          17,000           --          --           --
  Euro Bonds           13,582           --          78           --
  Other                 5,429           --          13           --
     Totals       $   133,659  $        -- $       640  $        --

December 31, 1999:
Included in
 cash and cash
 equivalents:
  CDs and
   equivalents    $    20,002  $         1 $        --  $       --
  Commercial
   Paper               57,296            2          --          62
  Corporate
   Bonds               42,998           --          11          51
  Market Auction
   Preferreds          98,900           --           3          --
  Other                 1,751           --           3          --
     Totals        $  220,947  $         3 $        17  $      113


Included
 in short-term
 investments:
  Corporate
   Bonds          $    29,041  $        -- $       199  $      (15)
  Corporate
   Notes               40,306           --         255         (20)
  Euro Dollar
   Bonds               15,034           --          92          (8)
  Market Auction
   Preferreds          17,000           --          --          --
  U.S.Government
   Agencies            31,953           --          36           1
  Other                 5,362           --          21          22
     Totals        $  138,696  $        -- $       603  $      (20)
</TABLE>
In  addition, accrued interest on cash equivalents and short-term
investments at March 31, 2000 was approximately $0.3 million  and
$3.0  million,  respectively.   Accrued  interest  on  cash   and
equivalents and short-term investments at December 31,  1999  was
approximately   $1.4  million  and  $2.3  million,  respectively.
Interest  earned on these investments and related maturities  are
reinvested in similar securities.  Securities included in  short-
term investments have maturity dates of less than one year.

5.   Commitments and Contingencies

     In  June 1997, the Company entered into a purchase agreement
with  the  Boeing  Company (the "Boeing Purchase  Agreement")  to
purchase  10  new  747-400 freighter aircraft to  be  powered  by
engines  acquired from the General Electric Company ("GE"),  with
options  to  purchase up to 10 additional 747-400  aircraft.   In
February  1999, the Company exercised options for two  additional
747-400  freighter aircraft, which are scheduled for delivery  in
2000   (see  Note  6).   The  Company  arranged  leveraged  lease
financing  for five 747-400 freighter aircraft and  secured  debt
financing   for  four  747-400  freighter  aircraft  which   were
delivered  in 1998 and 1999.  In the third quarter of  1999,  the
Company entered into a sale-leaseback transaction for one of  its
747-400  aircraft.  The Company arranged secured  debt  financing
for  the one 747-400 freighter aircraft that was delivered in the
first  quarter  of  2000.  In January 2000, the Company  arranged
financing  (to  be obtained through leveraged leases  or  secured
debt   financings)   for  the  remaining  two   aircraft.    (See
discussions of the 1998 EETCs, the 1999 EETCs and the 2000  EETCs
below.)   The Boeing Purchase Agreement requires the  Company  to
pay pre-delivery deposits in order to secure delivery of the 747-
400   freighter  aircraft  and  to  defray  a  portion   of   the
manufacturing costs.  In addition, the Boeing Purchase  Agreement
provides for a deferral of a portion of the pre-delivery deposits
(Deferred Aircraft Obligations) for which the Company accrues and
pays interest quarterly at 6-month LIBOR, plus 2.0%.  As of March
31,   2000,   there  was  $74.1  million  of  Deferred   Aircraft
Obligations  included  in  other liabilities,  and  the  combined
interest rate was approximately 8.0%.

     In  February  1998,  the Company completed  an  offering  of
$538.9  million  of  Enhanced Equipment Trust  Certificates  (the
"1998 EETCs").  The 1998 EETCs are not direct obligations of,  or
guaranteed by, the Company and therefore are not included in  its
consolidated financial statements until such time that  it  draws
upon  the proceeds to take delivery and ownership of an aircraft.
The  Company  entered  into  leveraged  lease  transactions  with
respect  to four of the five 747-400 aircraft delivered in  1998.
The  Company took ownership of one such aircraft and  issued  the
corresponding  equipment notes, which are direct  obligations  of
the Company.

     In  April 1999, the Company completed an offering of  $543.6
million  of  Enhanced  Equipment Trust  Certificates  (the  "1999
EETCs").   The  1999  EETCs  are not direct  obligations  of,  or
guaranteed by, the Company and therefore are not included in  its
consolidated financial statements until such time that  it  draws
upon  the proceeds to take delivery and ownership of an aircraft.
The  cash proceeds from the 1999 EETCs transaction were deposited
with  an  escrow agent and a portion of the proceeds was used  in
the second and third quarters of 1999 to finance, through secured
debt  financings,  the debt portion of the  acquisition  cost  of
three  new 747-400 freighter aircraft from Boeing.  In the  third
quarter  of 1999, a portion of the proceeds was used to  finance,
through  a  leveraged lease, an additional new 747-400  freighter
aircraft  which  was  delivered to the Company  by  Boeing.   The
remaining proceeds from the 1999 EETCs, except for $90,000,  were
used  in  the  first quarter of 2000 to finance, through  secured
debt  financing, the debt portion of the acquisition cost of  one
new  747-400  freighter aircraft from Boeing.   The  $90,000  was
subsequently  returned  to the holders of  the  1999  EETCs.   In
connection with this secured debt financing, the Company executed
equipment notes in the aggregate amount of $109.9 million, with a
weighted average interest rate of 7.6%.

     In January 2000, the Company completed an offering of $217.3
million Enhanced Equipment Trust Certificates (the "2000 EETCs").
The  2000 EETCs are not direct obligations of, or guaranteed  by,
the  Company  and therefore are not included in its  consolidated
financial  statements  until such time that  it  draws  upon  the
proceeds to take delivery and ownership of an aircraft.  The cash
proceeds from the 2000 EETCs transaction were deposited  with  an
escrow  agent  and  will  be  used  to  finance  (either  through
leveraged leases or secured debt financings) the debt portion  of
the  acquisition  cost  of the remaining  two  firm  new  747-400
freighter aircraft from Boeing scheduled to be delivered in  2000
(see Note 6).

     In March 2000, the Company had a letter of credit issued for
approximately $25.0 million, which is secured by restricted  cash
invested  in  liquid, highly rated securities.  These  funds  are
carried at cost, which approximates market, in other assets.

     Under  the  Federal  Aviation Administration's  (the  "FAA")
Directives issued under its "Aging Aircraft" program, the Company
is  subject  to  extensive  aircraft  examinations  and  will  be
required  to undertake structural modifications to its  fleet  to
address  the  problem  of corrosion and structural  fatigue.   In
November  1994, Boeing issued Nacelle Strut Modification  Service
Bulletins which have been converted into Directives by  the  FAA.
All  of  the Company's Boeing 747-200 aircraft have been  brought
into  compliance  with such Directives.  As  part  of  the  FAA's
overall   Aging  Aircraft  program,  it  has  issued   Directives
requiring  certain  additional  aircraft  modifications   to   be
accomplished.  The Company estimates that the modification  costs
per  747-200  aircraft  will  range between  $2  million  and  $3
million.   Fourteen aircraft in the Company's 747-200 fleet  have
already  undergone the major portion of such modifications.   The
remaining eight 747-200 aircraft will require modification  prior
to the year 2009.  Other Directives have been issued that require
inspections  and minor modifications to Boeing 747-200  aircraft.
The  newly manufactured 747-400 freighter aircraft were delivered
to  the Company in compliance with all existing FAA Directives at
their  respective delivery dates.  It is possible that additional
Directives  applicable  to  the  types  of  aircraft  or  engines
included  in  the Company's fleet could be issued in the  future,
the cost of which could be substantial.

     The  Company  is subject to various international  bilateral
air  services  agreements  between  the  United  States  and  the
countries  to  which  it  provides  service.   The  Company  also
operates  on  behalf  of  foreign flag carriers  between  various
foreign points without serving the United States.  These services
are  subject  to  the  bilateral  agreements  of  the  respective
governments.   Furthermore, these services require  FAA  approval
but  not  Department  of  Transportation ("DOT")  approval.   The
Company  must  generally obtain permission  from  the  applicable
foreign   governments  to  provide  service  to  foreign  points.
Moreover,  in  some  instances, ACMI Contracts  (Aircraft,  Crew,
Maintenance  and Insurance) are subject to prior and/or  periodic
approvals of foreign governments, whose decisions may be affected
by  ongoing  negotiations and relations with the  United  States.
For example, a recent ruling by an aviation agency of the British
government concluded that one of the Company's two long-term wet-
leases of 747-400 freighter aircraft to British Airways no longer
meets  the  "exceptional circumstances" exception  necessary  for
their operating approval, due to changed market conditions in the
United  Kingdom.   Should  other countries  adopt  similar  rules
and/or begin enforcement of similar rules for political purposes,
the Company's business could be adversely effected.

     In  April  1999, the Company received notification from  the
National  Mediation Board ("NMB") that Atlas' crew members  voted
for  representation by the Air Line Pilots Association  ("ALPA").
The  Company  expects its labor costs to decline initially  since
its profit sharing plan ("Profit Sharing Plan") excludes from the
category  of  eligible employees, those employees who  have  been
certified  by the NMB for representation.  In response to  ALPA's
claims that such an exclusion violates the Railway Labor Act,  on
May  6,  1999,  the Company filed an action in the United  States
District  Court  for  the  District of  Columbia  (the  "District
Court")  seeking a declaratory judgment confirming,  inter  alia,
the  enforceability of the Profit Sharing Plan's  exclusion.   On
May  10, 1999, ALPA filed a counterclaim in that action, alleging
that  the  exclusion of its members from the Profit Sharing  Plan
violates the Railway Labor Act, and seeking restoration of profit
sharing  pay.   In  October 1999, the District  Court  entered  a
summary  judgment in the Company's favor ruling that the  Company
did  not  violate  the Railway Labor Act when it eliminated  crew
members'  participation  in  the Profit  Sharing  Plan  following
ALPA's  certification as the crew members' collective  bargaining
agent.   In  addition,  the District Court  dismissed  all  other
claims in the case.  ALPA has subsequently filed an appeal of the
District Court's decision.

     The  Company  has received an order from the  Government  of
India ("India") seeking approximately $1.1 million in taxes (plus
interest  of  approximately $1.1 million and possible  penalties)
for  the  tax  year  1996  to  1997.  India  has  also  requested
additional  information for subsequent tax  years.   The  Company
believes  that  it  is  exempt from India taxes  under  a  United
States/India  treaty  and  intends  to  contest  the   assessment
vigorously.

6.   Subsequent Events

     In  April 2000, Boeing delivered to the Company two new 747-
400   freighter   aircraft,  pursuant  to  the  Boeing   Purchase
Agreement.   The  cash proceeds from the 2000  EETCs  transaction
were  used to finance, through secured debt financing,  the  debt
portion of the acquisition cost of these aircraft.  In connection
with   these  secured  debt  financings,  the  Company   executed
equipment notes in the aggregate amount of $217.3 million, with a
weighted average interest rate of 9.0%.

     In April 2000, the Company formed a wholly-owned subsidiary,
Atlas  Freighter  Leasing III, Inc. for the purpose  of  entering
into  a  $300 million term loan facility (the "AFL III Term  Loan
Facility")  to  refinance all of the aircraft and  spare  engines
previously financed under the AFL Term Loan Facility and the  AFL
II  Term  Loan  Facility, plus one aircraft  previously  financed
under  the  Aircraft  Credit Facility  and  three  747-400  spare
engines  owned by the Company.  As a result of this  refinancing,
the  Company  will experience lower interest rates  and  extended
terms  as compared to the previous financings.  The AFL III  Term
Loan  Facility  consists of Term Loan A in  the  amount  of  $165
million and Term Loan B in the amount of $135 million, for  which
interest  is  based on the Eurodollar rate, plus 1.75%  and  plus
2.00%, respectively.  The interest rate on borrowings outstanding
under  the  AFL  III  Term Loan Facility  was  7.90%  and  8.15%,
respectively,  at April 30, 2000.  Quarterly scheduled  principal
payments of $5.0 million and $1.7 million, respectively, commence
in  July  2000  and increase over time to $9.9 million  and  $6.8
million, such that Term Loan A is to be fully paid in April  2005
and  Term Loan B is to be fully paid in April 2006, with a  final
payment of $40.5 million.

     In  April  2000,  the  Company amended its  Aircraft  Credit
Facility  to provide for a $175 million revolving credit facility
with a three-year revolving period and a subsequent two-year term
loan period, commencing at the time an aircraft has been financed
by  revolving  proceeds for three years.   With  respect  to  the
aircraft  currently financed under the Aircraft Credit  Facility,
the  term  loan period will be from March 31, 2003 to  March  30,
2005  in the event that permanent financing has not been obtained
for  such flight equipment financed under the facility.   At  the
time  of  each borrowing, the Company must select either  a  Base
Rate  Loan  (prime  rate, plus 0.75%) or a Eurodollar  Rate  Loan
(Eurodollar rate, plus 1.75%).  As of April 30, 2000, the Company
had  approximately $87.9 million outstanding under  the  Aircraft
Credit Facility and the weighted average interest rate was 9.75%,
which represents a Base Rate Loan as required for the initial two-
week period of the amended Aircraft Credit Facility.  The Company
selected  the  Eurodollar Rate Loan commencing in May  2000,  for
which the interest rate is 7.88%.

     In  May  2000,  the Company refinanced one  of  its  747-200
freighter aircraft with a group of European banks for a  term  of
five years, at a Eurodollar rate, plus 1.50%, for a rate of 8.22%
at  commencement  of  the  loan.  This  aircraft  was  previously
financed under the Aircraft Credit Facility.

     In  May  2000, the Company announced that it entered into  a
purchase  contract to acquire two Boeing 747-300  combi  aircraft
from  VARIG,  S.A. (the "VARIG Aircraft").  Each  VARIG  Aircraft
will  be converted from combi to full freighter configuration  by
Boeing   prior  to  their  placement  into  service,   which   is
anticipated  to occur during the fourth quarter of  2000.   After
their conversion, these aircraft will be operationally equivalent
to  the Boeing 747-200 aircraft in the Company's fleet.  A  combi
conversion  requires fewer modifications than a normal passenger-
to-cargo  aircraft conversion as a result of the existence  of  a
rear  cargo door and partial cargo handling system, thus reducing
both the cost and time associated with the modification.


             MANAGEMENT'S DISCUSSION AND ANALYSIS OF
          FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Results of Operations

      We provide airport-to-airport cargo transportation services
throughout   the  world  to  major  international  air   carriers
generally  under  three- to five-year fixed-rate contracts  which
typically require that we supply aircraft, crew, maintenance  and
insurance  (the "ACMI Contracts").  The cargo operations  of  our
airline  customers  are seasonal in nature,  with  peak  activity
typically  occurring in the second half of the year, and  with  a
significant decline occurring in the first quarter.  This decline
in cargo activity is largely due to the decrease in shipping that
occurs   following  the  December  and  January  holiday  seasons
associated with the celebration of Christmas and the Chinese  New
Year.   Certain customers have, in the past, elected to use  that
period  of  the  year  to exercise their contractual  options  to
cancel a limited number (generally not more than 5% per year)  of
guaranteed hours with us, and are expected to continue to  do  so
in  the  future.  As a result, our revenues typically decline  in
the  first  quarter  of  the  year as  our  contractual  aircraft
utilization level temporarily decreases.  We seek to schedule, to
the  extent  possible, our major aircraft maintenance  activities
during  this period to take advantage of any unutilized  aircraft
time.

       The  aircraft  acquisitions  and  lease  arrangements  are
described  in  Note  6  of  our December  31,  1999  consolidated
financial statements.  The timing of when an aircraft enters  our
fleet  can  affect  not  only annual performance,  but  can  make
quarterly  results vary, thereby affecting the  comparability  of
operations  from period to period.  In addition,  the  number  of
aircraft  utilized from period to period as spare or  maintenance
back-up aircraft may also cause quarterly results to vary.

      The table below sets forth selected financial and operating
data  for  the  first  quarter  of  2000  and  1999  (dollars  in
thousands).
<TABLE>

                                      2000           1999
                                       1st            1st
                                     Quarter        Quarter
     <S>                              <C>            <C>
     Total operating revenues         $166,412       $137,839
     Operating expenses                123,236        101,132
     Operating income                   43,176         36,707
     Other income (expense)           (23,779)       (20,314)
     Net income (1)                     12,019          2,237
     Block hours                        29,193         23,931
     Average aircraft operated            30.5           27.0
     Operating margin                    25.9%          26.6%
</TABLE>
          (1)  Net income is after extraordinary item and
               cumulative effect of a change in accounting
               principle for the 1999 1st Quarter column.

Operating Revenues and Results of Operations

      Total  operating revenues for the quarter ended  March  31,
2000 increased to $166.4 million from $137.8 million for the same
period  in  1999,  or approximately 21%.  The average  number  of
aircraft  in our fleet during the first quarter of 2000 was  30.5
compared  to  27.0 during the same period in 1999.   Total  block
hours  for  the  first quarter of 2000 were  29,193  compared  to
23,931  for the same period in 1999, an increase of approximately
22%, principally reflecting the increase in the size of our fleet
period  over  period.   Revenue  per  block  hour  decreased   by
approximately 1% to $5,700 for the first quarter of 2000 compared
to  $5,760 for the first quarter of 1999.  This was substantially
due  to  additional revenue in the first quarter of 1999 compared
to  the  first quarter of 2000 associated with minimum guarantees
provided  for in ACMI Contracts, coupled with a lower  percentage
of non-ACMI flying.

      Our operating results improved by approximately 18% from  a
$36.7  million operating profit for the first quarter of 1999  to
an  operating  profit of $43.2 million for the first  quarter  of
2000.   Results  of  operations were favorably  impacted  by  the
substantial increase in the size of our fleet and the newer  747-
400  freighter  aircraft, slightly offset by higher  flight  crew
salaries  and benefits, and other flight related expenses  period
over  period.   In  the  first quarter of 1999,  we  recorded  an
approximate $6.6 million extraordinary loss net of applicable tax
benefit of approximately $3.9 million, from the extinguishment of
the  $100 million 12 1/4% Equipment Notes due 2002 and a one-time
charge  of  approximately $1.4 million,  net  of  applicable  tax
benefit of approximately $.9 million, associated with the  write-
off  of  start-up costs related to the introduction of new Boeing
747-400  freighter  aircraft into our  fleet,  as  required  upon
adoption  of Statement of Position 98-5, "Reporting on the  Costs
of  Start-up  Activities."  Net income of $10.2 million  for  the
first  quarter of 1999, excluding the extraordinary loss and  the
one-time  charge, increased to a net income of $12.0 million  for
the first quarter of 2000, or approximately 17%.

Operating Expenses

       Our  principal  operating  expenses  include  flight  crew
salaries    and   benefits;   other   flight-related    expenses;
maintenance; aircraft and engine rentals; fuel costs  and  ground
handling; depreciation and amortization; and other expenses.

      Flight crew salaries and benefits include all such expenses
for  our  pilot  work force.  Flight crew salaries  and  benefits
increased to $14.2 million in the first quarter of 2000  compared
to  $11.4 million in 1999, primarily due to the increase  in  the
number of aircraft in our fleet and aircraft block hours.   While
actual  expense  increased  by  approximately  25%  quarter  over
quarter,  on  a  block  hour  basis  this  expense  increased  by
approximately 2% to $486 per hour for the first quarter  of  2000
from $475 per hour for the same period in 1999.

      Other  flight-related expenses include hull  and  liability
insurance on our aircraft, crew travel and meal expenses, initial
and recurrent crew training costs and other expenses necessary to
conduct our flight operations.

      Other flight-related expenses increased to $14.0 million in
the first quarter of 2000 from $10.8 million in the first quarter
of  1999,  or  approximately 29%.  On a block hour  basis,  other
flight-related expenses increased approximately 6%  to  $479  per
block hour for the first quarter of 2000 from $453 per block hour
for the same period in 1999.  This increase was primarily due  to
the impact of added training and travel costs associated with the
introduction  of  four additional new 747-400 freighter  aircraft
into  our  fleet  in the second and third quarters  of  1999  and
preparation  for  the  three  additional  new  747-400  freighter
aircraft delivered in 2000.

      Maintenance  expenses include all expenses related  to  the
upkeep  of  the  aircraft, including maintenance,  labor,  parts,
supplies  and  maintenance reserves.  The costs of  C  Checks,  D
Checks  and engine overhauls not otherwise covered by maintenance
reserves are capitalized as they are incurred and amortized  over
the  life of the maintenance event.  In addition, in January 1995
we  contracted  with KLM for a significant part  of  our  regular
maintenance  operations and support on a fixed  cost  per  flight
hour basis. In December 1999, we completed negotiations with  KLM
to  terminate  the engine portion of this maintenance  agreement.
Concurrently,  we  entered into a ten-year maintenance  agreement
with  MTU  Maintenance Hanover, a subsidiary of Daimler  Chrysler
Aerospace,  to  provide regular maintenance at a fixed  rate  per
flight hour for engines which were previously serviced under  the
KLM  agreement, plus additional engines.  Effective October 1996,
certain  additional aircraft engines were accepted  into  the  GE
engine maintenance program, also on a fixed cost per flight  hour
basis,  pursuant  to  a ten-year maintenance  agreement.   During
1998, we entered into separate long-term contracts with Lufthansa
Technik  for the airframe maintenance and with GE for the  engine
maintenance of the 747-400 freighter aircraft, effective with the
introduction of the 747-400 freighter aircraft into our fleet  in
the second half of 1998.

      Maintenance expense increased to $33.6 million in the first
quarter of 2000 from $30.3 million in the same period of 1999, or
approximately  11%, primarily due to the increased  size  of  our
fleet.   On a block hour basis, maintenance expense decreased  by
approximately  9% in the first quarter of 2000  compared  to  the
first quarter of 1999, primarily reflecting the lower maintenance
costs associated with the new 747-400 aircraft.

      Aircraft  and  engine rentals include the cost  of  leasing
aircraft  and  spare engines, as well as the cost  of  short-term
engine  leases  required  to replace  engines  removed  from  our
aircraft for either scheduled or unscheduled maintenance and  any
related short-term replacement aircraft lease costs.

      Aircraft and engine rentals were $17.0 million in the first
quarter  of 2000 compared to $11.5 million in the same period  of
1999,  or  an  increase of approximately 47%.  During  the  first
quarter  of  2000,  we  leased two additional  747-400  freighter
aircraft compared to the year earlier period.

     Because of the nature of our ACMI Contracts (Aircraft, Crew,
Maintenance and Insurance), our airline customers bear all  other
operating expenses.  As a result, we do not incur fuel and ground
handling expenses except when we operate on our own behalf either
in  scheduled services, for ad hoc charters or for ferry flights.
Fuel expenses for our non-ACMI Contract services include both the
direct  costs of aircraft fuel as well as the cost of  delivering
fuel  into  the aircraft.  Ground handling expenses for  non-ACMI
Contract service include the costs associated with servicing  our
aircraft at the various airports to which we operate.

      Fuel  and  ground handling costs increased by approximately
71%  to  $5.2  million for the first quarter of  2000  from  $3.1
million for the first quarter of 1999.  This was primarily due to
increased  charter  activity  and  slightly  higher  fuel  prices
quarter over quarter.

      Depreciation and amortization expense includes depreciation
on   aircraft,  spare  parts  and  ground  equipment,   and   the
amortization of capitalized major aircraft maintenance and engine
overhauls.   Owned aircraft are depreciated over their  estimated
useful  lives  of 20 to 30 years, using the straight-line  method
and estimated salvage values of 10% of cost.

      Depreciation  and amortization expense increased  to  $22.7
million  in the first quarter of 2000 from $19.2 million  in  the
same  period  of  1999,  or  approximately  19%.   This  increase
primarily  reflected an increase of approximately  17%  in  owned
aircraft  for the first quarter of 2000 over the same  period  in
1999.

      Other operating expenses include salaries, wages, benefits,
travel   and  meal  expenses  for  non-crew  members  and   other
miscellaneous operating costs.

      Other operating expenses increased to $16.5 million in  the
first  quarter of 2000 from $14.9 million in the same  period  of
1999, or approximately 10%, due to additional personnel and other
resources required for the expansion of our fleet and operations.
On  a block hour basis, these expenses decreased to $565 per hour
in  the  first  quarter of 2000 from $624 per hour  in  the  same
period  of  1999, or approximately 9%, primarily due to  the  22%
increase in block hours quarter over quarter.

Other Income (Expense)

      Other  income  (expense) consists of  interest  income  and
interest expense.  Interest income for the first quarter of  2000
was $6.2 million compared to $4.6 million for the same period  of
1999, primarily due to increases in the amount of funds available
for  investing  as well as an overall increase in  the  rates  of
return  on  investments.   Interest expense  increased  to  $30.0
million for the first quarter of 2000 from $24.9 million for  the
first  quarter  of  1999, or approximately  20%.   This  increase
reflects the financing costs associated with the purchase of  two
additional  aircraft in 1999 and the purchase of  one  additional
aircraft in the first quarter of 2000.

Income Taxes

      Pursuant to the provisions of SFAS No. 109, "Accounting for
Income  Taxes,"  we have recorded a tax provision  based  on  tax
rates  in effect during the period.  Accordingly, we accrued  for
taxes  at the rate of 38.0% during the first quarter of 2000  and
37.5%  during  the  first quarter of 1999.   Due  to  significant
capital  costs, which are depreciated at an accelerated rate  for
tax purposes, a significant portion of our tax provision in these
periods is deferred.

Liquidity and Capital Resources

     At  March  31,  2000,  we had cash and cash  equivalents  of
approximately   $252.9   million,   short-term   investments   of
approximately $137.3 million and working capital of approximately
$258.8  million. During the first quarter of 2000, cash and  cash
equivalents  decreased  approximately  $78.7  million,  primarily
reflecting the purchase of flight and other equipment  of  $103.6
million,  principal reductions of indebtedness of $31.8  million,
cash  restricted for letter of credit of $25.0 million  and  debt
issuance costs of $4.0 million; partially offset by cash provided
by operations of $7.1 million, proceeds from equipment financings
of  $73.1 million, net proceeds from the maturity and purchase of
short-term  investments of $4.3 million, net  proceeds  from  the
issuance  of  common stock of $1.0 million and net proceeds  from
the  issuance  of  treasury stock of $0.2 million.   Our  overall
borrowing level increased to $1.4 billion at March 31, 2000  from
$1.3 billion at December 31, 1999.

     In  June 1997, we entered into a purchase agreement with the
Boeing  Company (the "Boeing Purchase Agreement") to purchase  10
new  747-400 freighter aircraft to be powered by engines acquired
from  the  General  Electric  Company  ("GE"),  with  options  to
purchase up to 10 additional 747-400 aircraft.  In February 1999,
we   exercised  options  for  two  additional  747-400  freighter
aircraft  for  delivery  in  2000.  We arranged  leveraged  lease
financing  for five 747-400 freighter aircraft and  secured  debt
financing   for  four  747-400  freighter  aircraft  which   were
delivered  in 1998 and 1999.  In the third quarter  of  1999,  we
entered  into a sale-leaseback transaction for one of our 747-400
freighter aircraft.  We arranged secured debt financing for three
747-400 freighter aircraft which were delivered in the first  and
second quarter of 2000.  (See discussions of the 1998 EETCs, 1999
EETCs  and  the 2000 EETCs below.)  The Boeing Purchase Agreement
requires  us  to  pay pre-delivery deposits in  order  to  secure
delivery  of  the  747-400 freighter aircraft  and  to  defray  a
portion  of  the  manufacturing costs.  In addition,  the  Boeing
Purchase  Agreement provides for a deferral of a portion  of  the
pre-delivery deposits (Deferred Aircraft Obligations)  for  which
we accrue and pay interest quarterly at 6-month LIBOR, plus 2.0%.
As  of  March  31,  2000,  there was $74.1  million  of  Deferred
Aircraft  Obligations  included in  other  liabilities,  and  the
combined interest rate was approximately 8.0%.

     In February 1998, we completed an offering of $538.9 million
of Enhanced Equipment Trust Certificates (the "1998 EETCs").  The
1998  EETCs are not direct obligations of, or guaranteed  by,  us
and  therefore  are  not  included in our consolidated  financial
statements until such time that we draw upon the proceeds to take
delivery and ownership of an aircraft.  We entered into leveraged
lease  transactions  with respect to four  of  the  five  747-400
aircraft  delivered  in  1998.  We took  ownership  of  one  such
aircraft and issued the corresponding equipment notes, which  are
direct obligations of the Company.

     In April 1999, we completed an offering of $543.6 million of
Enhanced  Equipment Trust Certificates (the "1999  EETCs").   The
1999  EETCs are not direct obligations of, or guaranteed  by,  us
and  therefore  are  not  included in our consolidated  financial
statements until such time that we draw upon the proceeds to take
delivery  and  ownership of an aircraft.  The cash proceeds  from
the  1999  EETCs transaction were deposited with an escrow  agent
and  a  portion of the proceeds was used in the second and  third
quarters of 1999 to finance, through secured debt financings, the
debt  portion  of  the  acquisition cost  of  three  new  747-400
freighter aircraft from Boeing.  In the third quarter of 1999,  a
portion  of the proceeds was used to finance, through a leveraged
lease,  an  additional new 747-400 freighter aircraft  which  was
delivered to us by Boeing.  The remaining proceeds from the  1999
EETCs, except for $90,000, were used in the first quarter of 2000
to  finance, through secured debt financing, the debt portion  of
the  acquisition cost of one new 747-400 freighter aircraft  from
Boeing.  The $90,000 was subsequently returned to the holders  of
the  1999 EETCs.  In connection with this secured debt financing,
we  executed  equipment notes in the aggregate amount  of  $109.9
million, with a weighted average interest rate of 7.6%.

     In  January 2000, we completed an offering of $217.3 million
Enhanced  Equipment Trust Certificates (the "2000  EETCs").   The
2000  EETCs are not direct obligations of, or guaranteed  by,  us
and  therefore  are  not  included in our consolidated  financial
statements until such time that we draw upon the proceeds to take
delivery  and ownership of an aircraft.  In April 2000, the  cash
proceeds  from the 2000 EETCs transaction were used  to  finance,
through  secured  debt  financing,  the  debt  portion   of   the
acquisition cost of two new 747-400 freighter aircraft,  pursuant
to  the  Boeing  Purchase Agreement.  In  connection  with  these
secured  debt  financings, we executed  equipment  notes  in  the
aggregate  amount  of  $217.3 million, with  a  weighted  average
interest rate of 9.0%.

     In  March  2000,  we  had  a letter  of  credit  issued  for
approximately $25.0 million, which is secured by restricted  cash
invested  in  liquid, highly rated securities.  These  funds  are
carried at cost, which approximates market, in other assets.

     In  April  2000, we formed a wholly-owned subsidiary,  Atlas
Freighter  Leasing III, Inc. for the purpose of entering  into  a
$300   million  term  loan  facility  (the  "AFL  III  Term  Loan
Facility")  to  refinance all of the aircraft and  spare  engines
previously financed under the AFL Term Loan Facility and the  AFL
II  Term  Loan  Facility, plus one aircraft  previously  financed
under  the  Aircraft  Credit Facility  and  three  747-400  spare
engines  owned by us.  As a result of this refinancing,  we  will
experience lower interest rates and extended terms as compared to
the previous financings.  The AFL III Term Loan Facility consists
of  Term Loan A in the amount of $165 million and Term Loan B  in
the  amount of $135 million, for which interest is based  on  the
Eurodollar  rate,  plus 1.75% and plus 2.00%, respectively.   The
interest  rate on borrowings outstanding under the AFL  III  Term
Loan  Facility was 7.90% and 8.15%, respectively,  at  April  30,
2000.  Quarterly scheduled principal payments of $5.0 million and
$1.7  million, respectively, commence in July 2000  and  increase
over time to $9.9 million and $6.8 million, such that Term Loan A
is  to be fully paid in April 2005 and Term Loan B is to be fully
paid in April 2006, with a final payment of $40.5 million.

     In  April  2000, we amended our Aircraft Credit Facility  to
provide for a $175 million revolving credit facility with a three-
year revolving period and a subsequent two-year term loan period,
commencing at the time an aircraft has been financed by revolving
proceeds for three years.  With respect to the aircraft currently
financed under the Aircraft Credit Facility, the term loan period
will  be from March 31, 2003 to March 30, 2005 in the event  that
permanent  financing  has  not  been  obtained  for  such  flight
equipment  financed  under the facility.  At  the  time  of  each
borrowing,  we must select either a Base Rate Loan  (prime  rate,
plus  0.75%)  or  a Eurodollar Rate Loan (Eurodollar  rate,  plus
1.75%).  As of April 30, 2000, we had approximately $87.9 million
outstanding  under the Aircraft Credit Facility and the  weighted
average  interest rate was 9.75%, which represents  a  Base  Rate
Loan  as  required for the initial two-week period of the amended
Aircraft  Credit Facility.  We selected the Eurodollar Rate  Loan
commencing in May 2000, for which the interest rate is 7.88%.

     In  May  2000,  we  refinanced one of our 747-200  freighter
aircraft with a group of European banks for a term of five years,
at  a  Eurodollar  rate,  plus 1.50%, for  a  rate  of  8.22%  at
commencement of the loan.  This aircraft was previously  financed
under the Aircraft Credit Facility.

     In  May  2000, we announced that we entered into a  purchase
contract to acquire two Boeing 747-300 combi aircraft from VARIG,
S.A.  (the  "VARIG  Aircraft").   Each  VARIG  Aircraft  will  be
converted  from combi to full freighter configuration  by  Boeing
prior  to  their placement into service, which is anticipated  to
occur during the fourth quarter of 2000.  After their conversion,
these aircraft will be operationally equivalent to the Boeing 747-
200  aircraft  in our fleet.  A combi conversion  requires  fewer
modifications   than   a   normal   passenger-to-cargo   aircraft
conversion as a result of the existence of a rear cargo door  and
partial  cargo handling system, thus reducing both the  cost  and
time associated with the modification.

      Due  to  the contractual nature of our business, management
does  not  consider our operations to be highly working  capital-
intensive in nature.  Because most of the non-ACMI costs normally
associated with operations are borne by and directly paid for  by
our  customers, we do not incur significant costs in  advance  of
the  receipt  of corresponding revenues.  Moreover,  ACMI  costs,
which  are  our  responsibility,  are  generally  incurred  on  a
regular, periodic basis on either a flight hour or calendar month
basis.   These costs are largely matched by revenue receipts,  as
our  contracts require regular payments from our customers  based
upon  current flight activity, generally every two to four weeks.
As  a result, we have not had a requirement for a working capital
facility.

     Under  the  Federal  Aviation Administration's  (the  "FAA")
Directives  issued  under its "Aging Aircraft"  program,  we  are
subject  to  extensive aircraft examinations and will be required
to undertake structural modifications to our fleet to address the
problem  of corrosion and structural fatigue.  In November  1994,
Boeing issued Nacelle Strut Modification Service Bulletins  which
have  been  converted into Directives by the  FAA.   All  of  our
Boeing  747-200  aircraft have been brought into compliance  with
such  Directives.   As part of the FAA's overall  Aging  Aircraft
program,  it  has issued Directives requiring certain  additional
aircraft modifications to be accomplished.  We estimate that  the
modification  costs per 747-200 aircraft will  range  between  $2
million  and $3 million.  Fourteen aircraft in our 747-200  fleet
have  already  undergone the major portion of such modifications.
The  remaining  eight 747-200 aircraft will require  modification
prior  to the year 2009.  Other Directives have been issued  that
require  inspections and minor modifications  to  Boeing  747-200
aircraft.  The newly manufactured 747-400 freighter aircraft were
delivered to us in compliance with all existing FAA Directives at
their  respective delivery dates.  It is possible that additional
Directives  applicable  to  the  types  of  aircraft  or  engines
included in our fleet could be issued in the future, the cost  of
which could be substantial.

     We  are  subject  to  various  international  bilateral  air
services  agreements between the United States and the  countries
to  which  we  provide  service.  We also operate  on  behalf  of
foreign  flag  carriers  between various foreign  points  without
serving  the  United States.  These services are subject  to  the
bilateral agreements of the respective governments.  Furthermore,
these  services  require  FAA  approval  but  not  Department  of
Transportation  ("DOT")  approval.   We  must  generally   obtain
permission  from  the applicable foreign governments  to  provide
service  to  foreign points.  Moreover, in some  instances,  ACMI
Contracts  are  subject  to prior and/or  periodic  approvals  of
foreign  governments, whose decisions may be affected by  ongoing
negotiations and relations with the United States.  For  example,
a  recent  ruling by an aviation agency of the British government
concluded  that  one of our long-term wet-leases  of  747-400  to
British  Airways no longer meets the "exceptional  circumstances"
exception necessary for their operating approval, due to  changed
market  conditions in the United Kingdom.  Should other countries
adopt similar rules and/or begin enforcement of similar rules for
political purposes, our business could be adversely effected.

      From  time  to  time  we engage in discussions  with  third
parties regarding possible acquisition or sale of aircraft in our
fleet.   We  are currently in discussions with third-parties  for
the possible acquisition and sale of additional aircraft for 2000
and beyond.

      We  believe  that cash on hand and the cash flow  generated
from our operations will be sufficient to meet our normal ongoing
liquidity needs for the next twelve months.

Year 2000

     We previously performed a review of our internal information
systems  for  Year  2000 ("Y2K") automation  problems  through  a
company-wide effort, assisted by Y2K experienced consultants,  to
address  internal  Y2K system issues and, jointly  with  industry
trade groups, issues related to key business partners which  were
common  to  other  air  carriers.  We have  not  encountered  any
material  Y2K  compliance problems with respect to  our  internal
systems  and  with  respect to the systems of  our  key  business
partners.  Costs incurred to become Y2K compliant did not  exceed
$300,000.

Recently Issued Accounting Standards

     In  June  1998,  the  Financial Accounting  Standards  Board
issued  Statement of Financial Accounting Standards ("SFAS")  No.
133,   "Accounting   for  Derivative  Instruments   and   Hedging
Activities."   SFAS No. 133 establishes accounting and  reporting
standards  requiring that every derivative instrument  (including
certain  derivative instruments embedded in other  contracts)  be
recorded  on  the balance sheet as either an asset  or  liability
measured  at its fair value.  SFAS No. 133 requires that  changes
in  the  derivative's  fair  value  be  recognized  currently  in
earnings  unless  specific  hedge accounting  criteria  are  met.
Special  accounting for qualifying hedges allows  a  derivative's
gains and losses to offset related results on the hedged item  in
the  income statement, and requires that a company must  formally
document,  designate and assess the effectiveness of transactions
that  receive hedge accounting.  SFAS No. 133, as amended by SFAS
No.  137,  is  effective for all fiscal quarters of fiscal  years
beginning  after  June  15,  2000  and  earlier  application   is
encouraged.  We have not yet quantified the impact,  if  any,  of
adopting  SFAS No. 133 on our financial statements and  have  not
determined the timing of or method of adoption of SFAS  No.  133.
However,  SFAS No. 133 could increase volatility in earnings  and
other comprehensive income.

     In  December  1999,  the Securities and Exchange  Commission
(the  "SEC")  issued Staff Accounting Bulletin ("SAB")  No.  101,
"Revenue  Recognition  in  Financial Statements."   SAB  No.  101
summarizes the SEC's views on the application of GAAP to  revenue
recognition.   We have reviewed SAB No. 101 and believe  that  we
are  in  compliance  with  the SEC's  interpretation  of  revenue
recognition.

Forward-looking Information

     Certain statements included or incorporated by reference  in
this Form 10-Q constitute "forward-looking statements" within the
meaning  of Section 27A of the Securities Act of 1933, as amended
(the  "Securities  Act") and Section 2lE of  the  Securities  and
Exchange  Act  of  1934,  as amended (the "Exchange  Act").  Such
forward-looking  statements  involve  known  and  unknown  risks,
uncertainties  and  other  factors which  may  cause  our  actual
results,  levels  of  activity, performance  or  achievements  or
industry  results,  to be materially different  from  any  future
results,   levels   of  activity,  performance  or   achievements
expressed  or  implied  by  such forward-looking  statements.  In
addition,  forward-looking statements generally can be identified
by  the use of forward-looking terminology such as "may", "will",
"expect",  "intend",  "estimate",  "anticipate",  "believe",   or
"continue"  or  the  negative thereof or  variations  thereon  or
similar  terminology. Although we believe that  the  expectations
reflected  in such forward-looking statements are reasonable,  we
can  give no assurance that such expectations will prove to  have
been  correct. Important factors that could cause actual  results
to  differ  materially from our expectations are disclosed  under
"Risk  Factors" and elsewhere in our Form 10-K for  December  31,
1999.

     To  the  extent that any of the statements contained  herein
relating  to  our  expectations, assumptions  and  other  company
matters  are forward-looking, they are made in reliance upon  the
safe  harbor  provisions  of  the Private  Securities  Litigation
Reform  Act  of  1995.   Such statements  are  based  on  current
expectations  that  involve a number of uncertainties  and  risks
that  could cause actual results to differ materially from  those
projected in the forward-looking statements, including,  but  not
limited to, risks associated with:

- worldwide business and economic conditions;

-  product  demand  and  the rate of  growth  in  the  air  cargo
industry;

- the impact of competitors and competitive aircraft and aircraft
financing availability;

- the ability to attract and retain new and existing customers;

- normalized aircraft operating costs and reliability;

- management of growth and complying with FAA policies;

- the continued productivity of our workforce;

- dependence on key personnel; and

- other regulatory requirements.

  As  a  result of the foregoing and other factors, no  assurance
can  be  given as to our future results and achievements. Neither
we  nor  any other person assumes responsibility for the accuracy
and completeness of these statements.


                ATLAS AIR, INC. AND SUBSIDIARIES





                   PART II. OTHER INFORMATION



ITEM 1.                       LEGAL PROCEEDINGS


     In  April  1999, we received notification from the  National
Mediation   Board  ("NMB")  that  our  crew  members  voted   for
representation by the Air Line Pilots Association  ("ALPA").   We
expect  our  labor  costs to decline initially since  our  profit
sharing  plan  (the  "Profit Sharing  Plan")  excludes  from  the
category  of  eligible employees, those employees who  have  been
certified  by the NMB for representation.  In response to  ALPA's
claims that such an exclusion violates the Railway Labor Act,  on
May  6,  1999,  we filed an action in the United States  District
Court for the District of Columbia (the "District Court") seeking
a declaratory judgment confirming, inter alia, the enforceability
of  the  Profit Sharing Plan's exclusion.  On May 10, 1999,  ALPA
filed  a counterclaim in that action, alleging that the exclusion
of  its members from the Profit Sharing Plan violates the Railway
Labor  Act,  and seeking restoration of profit sharing  pay.   In
October  1999, the District Court entered a summary  judgment  in
our  favor, ruling that we did not violate the Railway Labor  Act
when  we  eliminated crew members' participation  in  the  Profit
Sharing  Plan following ALPA's certification as the crew members'
collective  bargaining agent.  In addition,  the  District  Court
dismissed  all  other claims in the case.  ALPA has  subsequently
filed an appeal of the District Court's decision.

     We  have  received  an  order from the Government  of  India
("India")  seeking  approximately $1.1  million  in  taxes  (plus
interest  of  approximately $1.1 million and possible  penalties)
for  the  tax  year  1996  to  1997.  India  has  also  requested
additional information for subsequent tax years.  We believe that
we are exempt from India taxes under a United States/India treaty
and intend to contest the assessment vigorously.


ITEM 6.        EXHIBITS AND REPORTS ON FORM 8-K


a.             Exhibits

                    Exhibit 27 - Financial Data Schedule.

b.             Reports filed on Form 8-K

                    None.


                           SIGNATURES




Pursuant to the requirements 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.




                         ATLAS AIR, INC.
                          (Registrant)




Date:  May 15, 2000     By:        /s/ Stanley J. Gadek
                         Stanley J. Gadek
                         Acting Chief Financial Officer,
                         Vice President - Controller
                         Principal Accounting Officer