25

                                
                                
                                
                                
                                
                            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, 1997

[    ]    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)



Indicated 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 2, 1997 the Registrant had 22,450,229 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, 1997 and December 31, 1996

               Consolidated Statements of Operations-
                  Three Months Ended March 31, 1997 and 1996

               Consolidated Statements of Cash Flows-
                  Three Months Ended March 31, 1997 and 1996

               Notes to Consolidated Financial Statements

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

PART II.  OTHER INFORMATION

     Item 6.   Exhibits and Reports on Form 8-K

               Signatures

               Exhibit 27 - Financial Data Schedule

                ATLAS AIR, INC. AND SUBSIDIARIES
                                
                   CONSOLIDATED BALANCE SHEETS
                (In thousands, except share data)
                                        March 31,     December 31,
                                           1997         1996
                                       (Unaudited)   
                ASSETS
Current assets:                                                
  Cash and cash equivalents             $  22,028     $  9,793
  Short-term investments                  101,225      114,870
  Accounts receivable, net and                                
    other                                  56,752       49,603
      Total current assets                180,005      174,266
Property and equipment:                                       
  Flight equipment                        674,807      638,630
  Other                                     6,170        3,933
                                          680,977      642,563
  Less accumulated depreciation           (67,177)     (58,293)
  Net property and equipment              613,800      584,270
Other assets:                                                 
  Debt issuance costs                      13,154       12,382
  Deposits                                  1,367        2,789
                                           14,521       15,171
          Total assets                   $808,326     $773,707
                                                              
 LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:                                          
  Current portion of long-term                                
     debt                               $  27,633    $  21,561
  Accounts payable and accrued                                
     expenses                              46,947       47,763
  Income tax payable                        1,184        6,267
       Total current liabilities           75,764       75,591
Long-term debt, net of current                                
  portion                                 491,189      462,868
Deferred income tax payable                23,985       22,875
Commitments and contingencies                                 
  (Note 5)
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;                             
    22,450,229 shares issued                  225          225
  Additional paid-in capital              172,841      172,841
  Retained earnings                        44,539       39,543
  Treasury Stock, at cost; 5,418                               
    and 5,850 shares,                                          
    respectively                             (217)        (236)
      Total stockholders' equity          217,388      212,373
        Total liabilities and                                 
          stockholders' equity           $808,326     $773,707
                                                     
     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 data)
                           (Unaudited)

                                                   
                                          Three Months Ended
                                               March 31,
                                           1997         1996
Revenues:                                                      
  Contract services                     $  76,816    $  55,809
  Scheduled services                        3,252          414
  Charters and other                        1,981        2,426
    Total operating revenues               82,049       58,649
                                                              
Operating expenses:                                           
  Flight crew salaries and benefits         6,817        4,987
  Other flight-related expenses             6,366        5,164
  Maintenance                              23,328       14,725
  Aircraft and engine rentals               7,776        5,896
  Fuel and ground handling                  3,166        1,224
  Depreciation and amortization             9,477        4,882
  Other                                     7,977        6,361
    Total operating expenses               64,907       43,239
Operating income                           17,142       15,410
Other income (expense):                                       
  Interest income                           1,909        1,146
  Interest expense                        (11,157)      (6,863)
                                           (9,248)      (5,717)
Income before income taxes                  7,894        9,693
Provision for income taxes                 (2,881)      (3,490)
Net income                              $   5,013    $   6,203
                                                              
Net income per common share             $     .22    $     .32
                                                               
Weighted average common shares                                
  outstanding                              22,450       19,686
                                                              
                                                     
                                                     
     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)

                                                   
                                          Three Months Ended
                                               March 31,
                                           1997         1996
Operating activities:                                
Net income                              $   5,013    $   6,203
Adjustments to reconcile net income to                        
 net cash provided by operating
 activities:
   Depreciation and amortization            9,818        4,882
   Amortization of debt issuance cost         767          331
   Change in deferred income tax                              
    payable                                   796        2,358
   Changes in operating assets and                            
    liabilities:
      Accounts receivable and other        (7,149)     (14,560)
      Deposits                              1,422          (43)
      Accounts payable and accrued                            
       expenses                              (816)       9,378
      Income tax payable                   (4,769)         796
                                                              
        Net cash provided by                                  
         operating activities               5,082        9,345
                                                              
Investment activities:                                        
Purchase of property and equipment        (39,348)     (63,747)
Purchase of short-term investments        (56,428)          --
Maturity of short-term investments         70,073           --
        Net cash used in investing                             
          activities                      (25,703)     (63,747)
                                                              
Financing activities:                                         
Issuance of Common Stock                       --        3,020
Purchase of Treasury Stock                   (161)        (209)
Issuance of Treasury Stock                    163           --
Borrowings on notes payable                67,537       24,787
Principal payments on notes payable       (33,144)      (4,903)
Debt issuance costs                        (1,539)        (323)
        Net cash provided by financing                        
         activities                        32,856       22,372
                                                              
Net increase (decrease) in cash            12,235      (32,030)
Cash and cash equivalents at beginning                        
 of period                                  9,793       96,990
Cash and cash equivalents at end of                           
 period                                  $ 22,028    $  64,960
                                                     
     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") as of March  31,
1997 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,  1996  audited
financial statements.

2.   Reclassifications

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

3.   Recently Issued Accounting Standard

      In February, 1997, the Financial Accounting Standards Board
issued  Statement of Financial Accounting Standards ("SFAS")  No.
128  "Earnings  per Share."  The purpose of SFAS No.  128  is  to
simplify  the  computation of earnings per share ("EPS")  and  to
make the U.S. standard for computing EPS more compatible with the
EPS   standards  of  other  countries  and  with  that   of   the
International Accounting Standards Committee.  The effective date
for  the application of SFAS No. 128 for both interim and  annual
periods is after December 15, 1997.  Earlier application  is  not
permitted.  The Company does not expect the application  of  SFAS
No. 128 to have a material impact on its EPS calculation.

4.   Short-Term Investments

     Proceeds from the secondary public offering of the Company's
Common Stock in May 1996, plus additional funds, were invested 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  in
the  statement  of  financial  position  only  if  the  reporting
enterprise  has  the positive intent and ability  to  hold  those
securities  to  maturity.  The following  table  sets  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, 1997 (in thousands):

                                 Gross       Gross          
                              Unrealized  Unrealized    (Amorti-
                   Aggregate    Holding     Holding     zation)
 Security Type    Fair Value     Gains      Losses     Accretion
                                                       
Commercial Paper   $    9,956   $       -    $      2    $    (43)
Medium Term Notes      24,732          10           1          55
U.S. Government                                                  
 Agencies              31,180           7          80         (46)
Corporate Notes        11,265           1           5         184
Market Auction                                                   
 Preferreds            10,500           -           -           -
Corporate Bonds         6,990           -          13           1
Foreign Debt                                                     
 Securities             5,056           -          23           5
     Totals         $  99,679   $      18   $     124    $    166

In addition, there was $1.4 million of accrued interest on Short-
Term  Investments at March 31, 1997.  Interest  earned  on  these
investments and maturities of these investments are reinvested in
similar securities.


5.   Commitments and Contingencies

      In  January 1996, the Company entered into a contract  with
Langdon  Asset Management, Inc. for the purpose of acquiring  six
Boeing  747-200  passenger  aircraft (the  "Thai  Aircraft")  and
certain   spare  engines  and  spare  parts  from  Thai   Airways
International Public Company Limited ("Thai Airways").  The  Thai
Aircraft are being converted into freighter configuration by  The
Boeing  Company ("Boeing") and are being delivered to the Company
for  placement into service between the end of the third  quarter
of 1996 and year-end 1997.  The average cost of the six aircraft,
including  conversion  costs,  is  expected  to  approximate  $45
million.   The Company has placed a nonrefundable deposit  of  $3
million with Thai Airways with respect to its acquisition of  the
Thai  Aircraft.   The  first of these aircraft  was  placed  into
service  by the Company at the end of September 1996. The Company
obtained   financing   from   Finova  Capital   Corporation   for
approximately  80% of the cost of this aircraft.  In  August  and
September 1996, the second and third Thai Aircraft were delivered
to  Boeing  for  conversion into freighter configuration.   These
aircraft were re-delivered to the Company and placed into service
by  the Company in the fourth quarter of 1996 and the end of  the
first  quarter  of 1997, respectively.  The fourth Thai  Aircraft
was  purchased  in  November 1996 and  delivered  to  Boeing  for
conversion  into freighter configuration for re-delivery  to  the
Company  in  the  second  quarter of  1997.   Financing  for  the
acquisition  and conversion of the second, third and fourth  Thai
Aircraft  was  secured through the Aircraft Credit Facility  (see
Note  3  of  the  Company's December 31, 1996  audited  financial
statements).  The fifth and sixth Thai Aircraft will be purchased
from  Thai  Airways  in April 1997 and delivered  to  Boeing  for
conversion  into freighter configuration for re-delivery  to  the
Company  during the second half of 1997.  The Company expects  to
finance  the  acquisition and conversion of  the  remaining  Thai
Aircraft through the Aircraft Credit Facility.

      In  March 1996, the Company entered into an agreement  with
Federal Express Corporation ("Federal Express") to lease five 747-
200  freighter  aircraft (the "Federal Express  Aircraft"),  plus
spare  engines.   The  first four Federal Express  Aircraft  were
delivered  to the Company between March 1996 and September  1996.
The  remaining  Federal Express Aircraft  was  delivered  to  the
Company in April 1997.  Each Federal Express Aircraft has a lease
term  ending  in  January 1998.  The lease rate is  $450,000  per
month  per  aircraft.   In  addition, the  Company  purchased  on
January 2, 1997 a Boeing 747 simulator from Federal Express for a
purchase price of $2.1 million.

      In  January 1997, the Company extended two of its  existing
contracts with China Airlines, which were not otherwise  due  for
renewal  until  1998.  Each of the contracts was extended  for  a
further three years into the year 2001.  In addition, the Company
entered  into  long-term ACMI contracts with two  South  American
carriers for 1997 and beyond.

      On  January  21,  1997,  the Company  signed  a  Letter  of
Commitment to enter into a $25 million revolving line  of  credit
for  general  working capital purposes with Bank  One,  Colorado,
N.A.  ("Bank  One"),  subject  to final  documentation.   Standby
Letters  of Credit would also be issued under the line of  credit
for  the  purpose of obtaining trade credit.  Payment of interest
only  would  be required monthly, with principal due in  full  at
maturity,  March 3, 1998.  The covenants of this line  of  credit
would be similar to those of the Aircraft Credit Facility.

      On  February 28, 1997, the Company entered into the  Second
Amended  and  Restated  Credit  Agreement  with  respect  to  its
existing  Aircraft Credit Facility.  The purpose of the amendment
was  to  increase  the revolving line from $175 million  to  $275
million   for  the  purpose  of  acquiring  additional  aircraft,
including  spare  engines and modification costs associated  with
cargo configuration, as necessary.  In addition, certain sections
of  the existing Aircraft Credit Facility were modified slightly,
in  order to permit the Company to enter into the revolving  line
of credit with Bank One.

      On  March  28,  1997,  the Company refinanced  one  of  its
aircraft  with  Nationsbanc Leasing Corporation  ("Nationsbanc").
This aircraft was previously financed through the Aircraft Credit
Facility.   As  such, this refinancing increases the availability
of  funds under the Aircraft Credit Facility by approximately $25
million.  The Nationsbanc financing provides for a fixed interest
rate  of  9.16%  and a seven year term, extendible under  certain
circumstances to ten years.

      On  September  21, 1993 and June 4, 1994,  the  FAA  issued
Airworthiness Directives requiring the inspection and replacement
of  certain engine components with which the Company must  comply
by  December 1997 at an estimated aggregate cost of $1.1  million
for  all  of  the aircraft in the Company's fleet.   In  November
1994, the FAA issued Nacelle Strut Modification Service Bulletins
which are expected to be converted into Airworthiness Directives.
The  Company's aircraft would have to be brought into  compliance
with such Airworthiness Directives within the next five years  at
an  estimated cost of approximately $500,000 for each aircraft in
its  fleet.  The FAA has also issued Directives relating to pylon
modifications.   The  Company  has 12  aircraft  to  be  modified
pursuant  to  these Directives prior to March  2000  at  a  total
modification cost of approximately $7.2 million.  As part of  the
FAA's  overall  aging aircraft program, it has issued  Directives
requiring  certain  additional  aircraft  modifications   to   be
accomplished prior to the aircraft reaching 20,000  cycles.   The
average  cycle  time for the 12 aircraft (excluding  the  Federal
Express  Aircraft)  is  12,000  cycles  and  the  average  cycles
operated per year is 800 cycles.  The Company estimates that  the
modification costs per aircraft will range between $2 million and
$3  million.  Between now and the year 2000, only one aircraft is
expected  to reach the 20,000 cycle limit and the entire  current
fleet  will require modification prior  to the year 2009.  It  is
possible  that  additional  Service  Bulletins  or  Airworthiness
Directives  applicable to the types of aircraft included  in  the
Company's  fleet  could be issued in the  future.   The  cost  of
compliance with such Airworthiness Directives cannot currently be
estimated, but could be substantial.

      Upon  acquisition  of an aircraft, the  Company  determines
whether  or  not the aircraft is in compliance with Airworthiness
Directives   and  tries  to  anticipate  all  future   compliance
requirements.   The  necessary work to bring  the  aircraft  into
compliance  is  then scheduled at the time of conversion  of  the
aircraft   to  freighter  configuration,  in  order  to  minimize
unscheduled maintenance events.

6.   Subsequent Events

      On  April 12, 1997, the Company took delivery of the  fifth
Federal Express Aircraft and subsequently placed the aircraft  in
service  as  a  spare  support unit.  The  lease  rate  for  this
aircraft  is  $450,000  per month and  the  lease  terminates  in
January 1998.

      The  Company  has reached agreement with Citicorp  Investor
Lease,   Inc.  ("Citicorp")  for  the  purchase  of  one  747-200
passenger aircraft (the "Citicorp Aircraft") for a purchase price
of  $25 million, including two spare engines.  In connection with
the purchase of the Citicorp Aircraft, the Company has agreed  to
assume  Citicorp's lessor interest in the lease of such  aircraft
to  Philippine Airlines ("PAL") for the remainder  of  the  lease
term (June 1998).  The Company is currently negotiating with  PAL
for  the  early  termination of the lease  and  delivery  to  the
Company  of the Citicorp Aircraft (along with a separate  747-200
passenger aircraft similarly acquired by the Company in  December
1996)  for conversion to freighter configuration, although  there
can  be no assurances in that regard.  The Company closed on  its
purchase of the Citicorp Aircraft on May 12, 1997.

     On April 24, 1997, Israel Aircraft Industries, Ltd. ("IAI"),
the  former lessor of an aircraft leased by the Company, filed  a
complaint against the Company in the U.S. District Court  Eastern
District  of New York in which IAI seeks damages of approximately
$9  million  with respect to engine repair work  and  the  return
condition  of  the  aircraft.   The  Company  believes  that  the
allegations  in  the complaint brought by IAI  are  substantially
without merit.  No determination can be made at this time  as  to
the possible outcome.

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

Results of Operations

      The Company, through its predecessors, began its operations
on  April  22,  1992  with one Boeing 747-200 High  Gross  Weight
Aircraft  in  the  service  of China Airlines  and  expanded  its
operations to a second Boeing 747-200 High Gross Weight  Aircraft
in  November 1992.  These operations were undertaken on behalf of
the  Company  by another carrier utilizing pilot crews,  dispatch
facilities, maintenance operations and other services provided by
such  carrier.   As a result, the Company's operations  prior  to
1993  were  primarily  limited to aircraft leasing  and  start-up
activities.  The Company initiated cargo services under the  name
of Atlas Air, Inc. in February 1993.

      The table below sets forth selected financial and operating
data  for the first quarter of 1997 and the four quarters of  the
years ended December 31, 1996 and 1995 (dollars in thousands).

                                        1997            1996
                                        1st             1st
                                       Quarter        Quarter

        Total operating revenues        $82,049        $58,649
        Operating expenses               64,907         43,239
        Operating income                 17,142         15,410
        Other income (expense)          (9,248)        (5,717)
        Net income                        5,013          6,203
        Block hours                      15,443         11,125
        Average aircraft operated          17.2           10.8
        Operating margin                  20.9%          26.3%
                                                              
                                                              


                                               1996
                           Cumu-      4th       3rd       2nd       1st
                          lative    Quarter   Quarter   Quarter   Quarter
        Total operating                                                   
         revenues         $315,659  $104,715  $79,681    $72,614   $58,649
        Operating
         expenses          227,596    74,775   59,635     49,947    43,239
        Operating
         income             88,063    29,940   20,046     22,667    15,410
        Other income
         (expense)         (28,475)   (8,569)  (7,207)   (6,982)    (5,717)
        Net income          37,838    13,397    8,201    10,037      6,203
        Block hours         59,445    18,803   15,444    14,073     11,125
        Average aircraft
         operated             14.7      18.4     15.4       14.0      10.8
        Operating
         margin              27.9%     28.6%     25.2%     31.2%     26.3%

                                               1995
                           Cumu-      4th       3rd       2nd       1st
                          lative    Quarter   Quarter   Quarter   Quarter
        Total operating                                                   
         revenues         $171,267   $56,142  $47,769    $38,418   $28,938
        Operating         
         expenses          128,593    39,982   34,844     28,370    25,397
        Operating
         income             42,674    16,160   12,925     10,048     3,541
        Other income
         (expense)         (16,435)   (4,014)  (4,805)   (4,287)    (3,330)
        Net income          17,831     8,352    5,568      3,861        50
        Block hours         33,265    10,809    9,076      7,568     5,812
        Average aircraft
         operated              7.7       9.4      8.2        6.9       6.1
        Operating 
         margin              24.9%     28.8%     27.1%     26.2%     12.2%

Operating Revenues and Results of Operations

      Total  operating revenues for the quarter ended  March  31,
1997 increased to $82.0 million compared to $58.6 million for the
same  period  in  1996,  an increase of approximately  40%.   The
average  number  of aircraft in the Company's  fleet  during  the
first  quarter of 1997 was 17.2 compared to 10.8 during the  same
period in 1996.  Total block hours for the first quarter of  1997
were  15,443 compared to 11,125 for the same period in  1996,  an
increase   of  approximately  39%,  principally  reflecting   the
increase  in the size of the Company's fleet.  Revenue per  block
hour  increased  by  approximately 1% to  $5,313  for  the  first
quarter of 1997 compared to $5,272 for the first quarter of 1996.

     The Company's operating results improved by 11% from a $15.4
million  operating profit for the first quarter  of  1996  to  an
operating profit of $17.1 million for the first quarter of  1997.
Results  of  operations were adversely impacted  by  higher  than
normal  maintenance  costs and amortization  of  induction  costs
associated  with the Federal Express Aircraft.  In addition,  the
Company  incurred $1.2 million of costs related to the return  of
two  leased aircraft to the lessors.  Net income of $6.2  million
for  the  first quarter of 1996 declined to a net income of  $5.0
million for the first quarter of 1997.

Operating expenses

      The  Company's 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 selling, general and
administrative expenses.

      Flight crew salaries and benefits include all such expenses
for  the  Company's pilot work force.  Flight crew  salaries  and
benefits increased to $6.8 million in the first quarter  of  1997
compared  to  $5.0 million in the same period  of  1996,  due  to
increases  in the number of aircraft in the Company's  fleet  and
aircraft   block  hours.   While  actual  expense  increased   by
approximately 37% during the first quarter of 1997,  on  a  block
hour  basis this expense declined by 2% to $441 per hour for  the
first  quarter of 1997 from $448 per hour for the same period  in
1996.

      Other  flight-related expenses include hull  and  liability
insurance  on  the Company's fleet of Boeing 747  aircraft,  crew
travel  and  meal expenses, initial and recurring  crew  training
costs   and  other  expenses  necessary  to  conduct  its  flight
operations.

      Other flight-related expenses increased to $6.4 million  in
the  first quarter of 1997 compared to $5.2 million in  1996,  or
approximately  23%, primarily due to the larger fleet  size.   In
addition,  the Company obtained a reduction in its aircraft  hull
and  liability  insurance rates based on its increased  size  and
favorable operating history.  On a block hour basis, other flight-
related  expenses declined by 11% to $412 per hour for the  first
quarter of 1997 compared to $464 per hour for the same period  in
1996.

      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  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  the
Company contracted with KLM for a significant part of its regular
maintenance  operations and support on a fixed  cost  per  flight
hour  basis.   Effective October 1996, certain  aircraft  engines
were   additionally  accepted  into  the  GE  engine  maintenance
program, also on a fixed cost per flight hour basis, pursuant  to
a 10 year maintenance agreement.

      Maintenance expense increased to $23.3 million in the first
quarter of 1997 from $14.7 million in the same period of 1996, or
approximately 58%, primarily due to the increase in the Company's
average  fleet size.  In addition, there were approximately  $1.2
million  of maintenance charges recorded in the first quarter  of
1997  associated  with the return of two leased aircraft  to  the
lessors.   Excluding  these one-time charges,  on  a  block  hour
basis,  maintenance  expense increased by  8%  during  the  first
quarter  of 1997 over the year-earlier period, primarily  due  to
higher costs associated with the Federal Express 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  the
Company's   aircraft   for   either  scheduled   or   unscheduled
maintenance and any related short-term replacement aircraft lease
costs.

      Aircraft and engine rentals were $7.8 million in the  first
quarter  of 1997 compared to $5.9 million in the same  period  of
1996,  or  an  increase of approximately 32%.  During  the  first
quarter  of  1997, the Company leased one additional aircraft  as
compared to the first quarter of 1996.  In addition, the  Company
incurred approximately $.5 million of sub-service aircraft rental
expense  during  January 1997 associated with the  transition  of
returning  two  aircraft  to the lessors.   Engine  rentals  were
comparable for the same year over year periods.

      Because of the nature of the Company's ACMI contracts  with
its  airline  customers, under which the Company  is  responsible
only  for the ownership cost and maintenance of the aircraft  and
for supplying aircraft crews and insurance, the Company's airline
customers bear all other operating expenses, including  fuel  and
fuel  servicing; marketing costs associated with obtaining cargo;
airport  cargo handling; landing fees; ground handling;  aircraft
push-back  and  de-icing services; and specific  cargo  and  mail
insurance.   As  a  result, the Company incurs  fuel  and  ground
handling expenses only when it operates on its own behalf, either
in  scheduled services, for ad hoc charters or for ferry flights.
Fuel  expenses  for  the  Company's  non-ACMI  contract  services
include both the direct cost 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 the Company's aircraft at the various airports to which
it operates as well as other direct flight related costs.

      Fuel  and ground handling costs increased by 159%  to  $3.2
million  for  the first quarter of 1997 compared to $1.2  million
for  the first quarter of 1996.  This was primarily due to a 130%
increase  in scheduled service, charter and other non-ACMI  block
hours  to  614 block hours in the first quarter of 1997 from  267
block  hours in the year-earlier period.  In addition, fuel costs
have increased year over year for the same period.

      Depreciation and amortization expense includes depreciation
on   aircraft,  spare  parts  and  ground  equipment,   and   the
amortization of capitalized major aircraft maintenance and engine
overhauls.

      Depreciation  and  amortization expense increased  to  $9.5
million  in  the first quarter of 1997 from $4.9 million  in  the
same  period  of  1996,  or  approximately  94%.   This  increase
reflects the increase in owned aircraft and engines for the first
quarter of 1997 over the same period in 1996.

       Other  operating  expenses  include  salaries,  wages  and
benefits  for  all  employees other than pilots;  accounting  and
legal  expenses;  supplies; travel and meal  expenses,  excluding
those of the aircraft crews; commissions; and other miscellaneous
operating costs.

      Other  operating expenses increased to $8.0 million in  the
first  quarter  of 1997 from $6.4 million in the same  period  of
1996,  or  approximately  25%, reflecting  the  increase  in  the
Company's  operations.   On a block hour  basis,  these  expenses
decreased to $517 per hour in the first quarter of 1997 from $572
per  hour  in the same period of 1996, or 10%.  This decrease  in
cost  was  due  to  concerted efforts made to  minimize  overhead
growth during the Company's increased business activity.

Other Income (Expense)

      Other  income  (expense) consists of  interest  income  and
interest expense.  Interest income increased to $1.9 million  for
the first quarter of 1997 from $1.1 million in the same period of
1996,  primarily due to the investment of $99.6 million of  funds
received  from  the  secondary  public  offering  in  May   1996,
partially  offset by the use of initial public offering  proceeds
not  utilized as of the first quarter of 1996.  Interest  expense
increased to $11.2 million in the first quarter of 1997 from $6.9
million  in  the  same  period  of 1996,  or  approximately  63%,
resulting from the increase in financed flight equipment  between
these periods.

Income Taxes

      Pursuant to the provisions of SFAS No. 109 "Accounting  for
Income Taxes," the Company has recorded a tax provision based  on
tax  rates in effect during the period.  Accordingly, the Company
accrued  taxes at the rate of 36.5% during the first  quarter  of
1997  and  36.0%  during  the first  quarter  of  1996.   Due  to
significant   capital  costs,  which  are   depreciated   at   an
accelerated  rate for tax purposes, a majority of  the  Company's
tax provision in the first quarters of 1997 and 1996 is deferred.

Seasonality

      The cargo operations of the Company's airline customers are
seasonal in nature, with peak activity occurring traditionally 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  of
the  Company's 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%)  of  cargo
flights with the Company, and are expected to continue to  do  so
in  the  future.   As a result, the Company's revenues  typically
decline  in  the  first  quarter  of  the  year  as  its  minimum
contractual  aircraft  utilization level  temporarily  decreases.
The  Company seeks to schedule, to the extent possible, its major
aircraft  maintenance  activities  during  this  period  to  take
advantage of any unutilized aircraft time.

      In the first quarter of 1997, the Company's customers opted
to  take  the  majority  of their contractual  cancellations,  in
contrast to last year's first period, when very few cancellations
occurred.

Liquidity and Capital Resources

     At March 31, 1997, the Company had cash and cash equivalents
of   approximately  $22.0  million,  short-term  investments   of
approximately $101.2 million and working capital of approximately
$104.2 million.  During the first quarter of 1997, cash and  cash
equivalents  increased approximately $12.2  million,  principally
reflecting  cash  provided  from  operations  of  $5.1   million,
proceeds  from  equipment financings of  $67.5  million  and  net
proceeds from the sale and purchase of short-term investments  of
$13.6  million,  partially offset by investments  in  flight  and
other  equipment  of  $39.3  million,  principal  reductions   of
indebtedness  of $33.1 million and debt issuance  costs  of  $1.5
million.

     Due to the contractual nature of the Company's business, the
Company's  management  does not consider  its  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 the Company's customers,  the  Company
does  not  incur significant costs in advance of the  receipt  of
corresponding  revenues.  Moreover, ACMI  costs,  which  are  the
responsibility  of  the  Company, are  generally  incurred  on  a
regular,  periodic  basis ranging from flight  hours  to  months.
These  costs  are  largely matched by revenue  receipts,  as  the
Company's  contracts require regular payments from its customers,
based  upon current flight activity, generally every two to  four
weeks.   As  a  result, the Company has not in  the  past  had  a
requirement  for  a working capital facility.  The  Company  has,
however,  in  light  of the continued growth of  its  operations,
reached  agreement  with  a lender for the  provision  of  a  $25
million working capital facility, subject to final documentation,
although  there  can be no assurance that such  a  facility  will
ultimately be finalized.  In addition, Standby Letters of  Credit
would also be issued under the line of credit for the purpose  of
obtaining trade credit.

      In  May  1996,  the  Company entered into  a  $175  million
revolving   credit  facility  (the  "Aircraft  Credit  Facility")
provided  by  two lenders for the acquisition and  conversion  of
flight equipment.  The Company made drawings upon the facility in
the  aggregate amount of $113.5 million through December 31, 1996
with  respect to the Thai Aircraft, associated spare engines  and
an  aircraft  previously leased by the  Company.   In  the  first
quarter  of 1997, $36.2 million was drawn down under the facility
with  respect to the purchase of the PAL Aircraft and the related
spare  engine,  which occurred on December  31,  1996,  and  with
respect  to  the  re-delivery of the  third  Thai  Aircraft  upon
conversion to freighter configuration in January 1997.

      In February 1997, the $175 million Aircraft Credit Facility
was  expanded by an additional $100 million for the same purposes
and  under the same terms and conditions as the initial facility.
The  revolving  period and subsequent term loan  period  for  the
additional $100 million will be coterminous with the period under
the initial facility.  Certain financial tests must be met before
each  purchase of aircraft and related drawdown on the  facility.
To  date, the Company has met these tests.  If in the future, the
Company   cannot  meet  such  tests  because  of  the   difficult
sequencing  of  aircraft  acquisition,  aircraft  conversion  and
customer  contracts,  the Company believes that  other  financing
sources  would  be available to the Company or the Company  would
acquire aircraft using its internal cash or seek a waiver of  any
necessary conditions.  The Company commenced draw downs under the
additional $100 million facility in the second quarter of 1997.

      In  addition, on March 28, 1997, the Company refinanced one
of    its   aircraft   with   Nationsbanc   Leasing   Corporation
("Nationsbanc").   This aircraft was previously financed  through
the   Aircraft  Credit  Facility.   As  such,  this   refinancing
increases  the  availability of funds under the  Aircraft  Credit
Facility by approximately $25 million.  The Nationsbanc financing
provides  for  a fixed interest rate of 9.16% and  a  seven  year
term, extendible under certain circumstances to ten years.

      The  Company has an agreement, subject to acceptable rates,
terms  and  conditions, with Alitalia to utilize, or  find  other
parties  to utilize, an amount of Alitalia's maintenance services
with  an  aggregate cost of $25 million over a  five-year  period
ending  in  June  2000.   Pursuant to the  Company's  maintenance
agreement  with KLM, engines may be upgraded when  inducted  into
the  maintenance pool in order to improve engine reliability  and
to  lower  Company operating costs.  When such costs are incurred
and  identified,  they  are capitalized and  amortized  over  the
remaining life of each applicable engine.  The Company expects to
incur between $10 million and $15 million for such upgrades  over
the term of the contract.

      On  September  21, 1993 and June 4, 1994,  the  FAA  issued
Airworthiness Directives requiring the inspection and replacement
of  certain engine components with which the Company must  comply
by  December 1997 at an estimated aggregate cost of $1.1  million
for  all  of  the aircraft in the Company's fleet.   In  November
1994, the FAA issued Nacelle Strut Modification Service Bulletins
which are expected to be converted into Airworthiness Directives.
The  Company's aircraft would have to be brought into  compliance
with such Airworthiness Directives within the next five years  at
an  estimated cost of approximately $500,000 for each aircraft in
its  fleet.  The FAA has also issued Directives relating to pylon
modifications.   The  Company  has 12  aircraft  to  be  modified
pursuant  to  these Directives prior to March  2000  at  a  total
modification cost of approximately $7.2 million.  As part of  the
FAA's  overall  aging aircraft program, it has issued  Directives
requiring  certain  additional  aircraft  modifications   to   be
accomplished prior to the aircraft reaching 20,000  cycles.   The
average  cycle  time for the 12 aircraft (excluding  the  Federal
Express  Aircraft)  is  12,000  cycles  and  the  average  cycles
operated per year is 800 cycles.  The Company estimates that  the
modification costs per aircraft will range between $2 million and
$3  million.  Between now and the year 2000, only one aircraft is
expected  to reach the 20,000 cycle limit and the entire  current
fleet  will require modification prior  to the year 2009.  It  is
possible  that  additional  Service  Bulletins  or  Airworthiness
Directives  applicable to the types of aircraft included  in  the
Company's  fleet  could be issued in the  future.   The  cost  of
compliance with such Airworthiness Directives cannot currently be
estimated, but could be substantial.

      The  Company  is  in  negotiations for the  acquisition  of
additional  aircraft, principally for delivery to the Company  in
1998 and beyond.

      The Company believes that the cash flow generated from  its
operations and the proceeds from the May 1996 public offering  of
its  Common  Stock, coupled with the availability  of  the  above
referenced Aircraft Credit Facility, will be sufficient  to  meet
its  normal  ongoing  liquidity needs  for  1997,  including  the
acquisition of the remaining Thai Aircraft.

Forward-looking Information

      To  the extent that any of the statements contained  herein
relating  to  the Company's 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;
the  continued productivity of its workforce; dependence  on  key
personnel;  and  regulatory matters.  For additional  information
regarding these and other risk factors, reference is made to  the
Company's Annual Report on Form 10-K for the year ended  December
31, 1996.

                ATLAS AIR, INC. AND SUBSIDIARIES
                                
                                                     
                                
                             
                   PART II. OTHER INFORMATION
                                
                                
                                
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 12, 1997     By:   /s/  Richard H. Shuyler
                         Richard H. Shuyler
                         Senior Vice President - Finance
                         Chief Financial Officer and
                         Treasurer (Principal Accounting
                         Officer)