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 September 30, 1996

[    ]    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  November 8, 1996 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-
                  September 30, 1996 and December 31, 1995
               Consolidated Statements of Operations-
                  Quarter and Nine Months Ended
                  September 30, 1996 and 1995
               Consolidated Statements of Cash Flows-
                  Nine Months Ended September 30, 1996 and 1995
               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

               Exhibit 27 - Financial Data Schecule

               Signatures
                ATLAS AIR, INC. AND SUBSIDIARIES
                                
                   CONSOLIDATED BALANCE SHEETS
                (in thousands, except share data)
                                      September      December
                                         30,            31,
                                        1996           1995
                                     (Unaudited)    
                            ASSETS
Current assets:                                                
     Cash and cash equivalents           $20,179        $96,990
     Short-term investments              112,641             --
     Accounts receivable and other        35,510         18,594
          Total current assets           168,330        115,584
Property and equipment:                                        
     Flight equipment                    548,109        349,836
     Other                                 3,675          3,055
                                         551,784        352,891
     Less accumulated depreciation      (49,888)       (33,140)
          Net property and equipment     501,896        319,751
Other assets:                                                  
     Debt issuance costs                  13,005          8,607
     Deposits                              2,752          3,381
                                          15,757         11,988
               Total assets             $685,983       $447,323
                                                               
             LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:                                           
   Current portion of long-term debt     $22,296        $15,359
   Accounts payable and accrued exp.      35,608         19,203
   Income tax payable                      5,515             --
          Total current liabilities       63,419         34,562
Notes payable                            407,576        335,902
Deferred income tax payable               15,994          8,144
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;
    22,450,229 and 19,600,000 shares                           
    issued at September 30,1996 and
    December 31, 1995, respectively          224            196
  Additional paid-in capital             172,841         66,591
  Retained earnings                       26,185          1,928
  Treasury Stock, at cost; 5,737                               
    shares at September 30, 1996           (256)             --
      Total stockholders' equity         198,994         68,715
        Total liabilities and                                  
         stockholders' equity           $685,983       $447,323
                                                    
                    See accompanying notes.
                ATLAS AIR, INC. AND SUBSIDIARIES
                                
              CONSOLIDATED STATEMENTS OF OPERATIONS
            (in thousands, except per share amounts)
                           (Unaudited)

                                                      
                         Quarter ended        Nine Months Ended
                         September 30,        September 30,
                        1996        1995       1996       1995
Revenues:                                                        
 Contract services     $75,101    $45,611    $199,087   $110,978
 Scheduled services      2,145        897       4,719      1,064
 Charters and other      2,435      1,261       7,138      3,083
   Total operating                                              
    revenues            79,681     47,769     210,944    115,125
                                                                
Operating expenses:                                             
 Flight crew salaries                                           
  and benefits           6,105      3,930      16,971     10,224
 Other flight-related                                           
  expenses               7,553      3,533      19,522      9,205
 Maintenance            21,758     11,851      54,138     26,538
 Aircraft and engine                                            
  rentals                7,072      5,008      18,745     16,633
 Fuel and ground                                                
  handling               3,389      1,444       7,637      3,702
 Depreciation and                                               
  amortization           6,658      4,618      16,751     10,515
 Other                   7,100      4,460      19,057     11,794
   Total operating                                              
    expenses            59,635     34,844     152,821     88,611
Operating income        20,046     12,925      58,123     26,514
Other income                                                    
(expense):
 Interest income         2,228        603       4,979        846
 Interest expense       (9,435)    (5,408)    (24,885)   (13,267)
                        (7,207)    (4,805)    (19,906)   (12,421)
Income before income                                            
taxes                   12,839      8,120      38,217     14,093
Provision for income                                             
taxes                   (4,638)    (2,552)    (13,775)    (4,614)
Net income              $8,201     $5,568     $24,442     $9,479
                                                                
Net income per common                                           
share                    $0.37      $0.32       $1.15      $0.60
                                                                 
Weighted average                                                 
 common and common
 equivalent shares                                              
 outstanding            22,430     17,530      21,185     15,843

                    See accompanying notes.
                                                         
                ATLAS AIR, INC. AND SUBSIDIARIES
                                
              CONSOLIDATED STATEMENTS OF CASH FLOWS
                         (in thousands)
                           (Unaudited)

                                                    
                                            Nine Months Ended
                                              September 30,
                                           1996          1995
Operating activities:                                 
Net income                                $24,442        $9,479
Adjustments to reconcile net income to                         
 net cash provided by operating
 activities:                                                   
   Depreciation and amortization           16,751        10,515
   Amortization of debt issuance costs      1,581           332
   Change in deferred income tax                               
    payable                                 7,850         4,260
   Changes in operating assets and                             
    liabilities:
     Accounts receivable and other        (16,916)       (8,224)
     Deposits                                 629         1,180
     Accounts payable and accrued                              
      expenses                             16,405         7,851
     Income tax payable                     5,515            --
                                                               
      Net cash provided by operating                           
       activities                          56,257        25,393
                                                               
Investment activities:                                         
Purchase of property and equipment       (198,896)     (100,559)
Purchase of short term investments       (189,083)           --
Maturity of short term investments         76,442            --
Advances of notes receivable                   --          (550)
  Net cash used in investing activities  (311,537)     (101,109)
                                                               
Financing activities:                                          
Issuance of Common Stock                  106,278        66,637
Purchase of Treasury Stock                   (776)           --
Issuance of Treasury Stock                    335            --
Borrowings on notes payable                94,165        82,605
Principal payments on notes payable       (15,554)       (5,126)
Debt issuance costs                        (5,979)           --
Advances from affiliate, net                   --        (1,663)
  Net cash provided by financing                               
   activities                             178,469       142,453
                                                               
Net (decrease) increase in cash           (76,811)       66,737
Cash and cash equivalents at beginning                         
 of period                                 96,990        10,524
Cash and cash equivalents at end of                            
 period                                   $20,179       $77,261
                                                      
                    See accompanying notes.
                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 September
30,  1996  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,  1995  audited
financial statements.

2.   Short-Term Investments

      Proceeds  from a 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 the Statement
of Financial Accounting Standards 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
September 30, 1996:

                                 Gross      Gross      (Amorti-
                  Aggregate    Unrealized Unrealized   zation)
 Security Type    Fair Value    Holding    Holding    Accretion
                                 Gains      Losses
                                                      
Commercial Paper   $7,965,000                 $2,341  $(102,658)
Medium Term                                                    
 Notes             45,282,364     $33,075        944    114,042
U.S.Government                                                  
 Agencies          17,493,609       8,017     12,704    (19,971)
Corporate Notes    19,348,678       4,349      3,680     83,818
Market Auction                                                 
 Preferreds        10,500,000         N/A        N/A        N/A
Corporate Bonds    10,297,800                 66,909      2,141
     Totals      $110,887,451     $45,441    $86,578    $77,372

In addition, there was $1.7 million of accrued interest on Short-
Term Investments at September 30, 1996.  Interest earned on these
investments and maturities of these investments are reinvested in
similar securities.

3.   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 will be converted into freighter configuration by The
Boeing  Company ("Boeing") and delivered to the Company  for
placement into service between the end of the third quarter of
1996 and year-end 1997.  The first of these aircraft was placed
into service by the Company at the end of September 1996.  The
average cost of the six aircraft, including conversion costs, is
expected to be in the range of $40 million to $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 Company obtained financing from a single lender
for approximately 80% of the total acquisition and conversion
cost of the first Thai Aircraft, pursuant to which it borrowed
approximately $21.2 million in the first quarter of 1996 and
$11.6 million at the end of the third quarter of 1996, upon re-
delivery of the aircraft from Boeing. In August and September
1996, the second and third Thai Aircraft were delivered to Boeing
for conversion into freighter configuration, with expected re-
delivery dates to the Company in the fourth quarter of 1996 and
the first quarter of 1997, respectively.

     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 and September 1996.  The
remaining Federal Express Aircraft is scheduled to be delivered
to the Company in the first quarter of 1997, as a result of the
deferral of its originally scheduled delivery from 1996 at the
request of Federal Express due to the destruction of one of its
other aircraft.  The lease term ends in January 1998 for all five
of  the aircraft.  The lease rate is $450,000 per month  per
aircraft.  In addition, the Company had agreed to purchase on or
before  October 1, 1996 a Boeing 747 simulator from  Federal
Express for a purchase price of $2.1 million. At the request of
Federal  Express, this agreement was amended to  extend  the
purchase  date  to  January 2, 1997.  The  Company  is  also
negotiating the possible purchase of certain Boeing 747-200 spare
parts from Federal Express.

      In  May  1996, the Company entered into a $175 million
revolving  credit facility provided by two lenders  for  the
acquisition and conversion of flight equipment, including any or
all of the remaining five Thai Aircraft.  The facility has a two-
year revolving period with a subsequent two-year term loan period
in the event that permanent financing has not been obtained for
any flight equipment financed under the facility. The Company
closed upon and drew down its initial borrowing pursuant to the
facility in May 1996 in the amount of approximately $21.4 million
with respect to the purchase of the second Thai Aircraft and a
related spare engine.  In August 1996, the Company drew down an
additional $4.9 million as a downpayment of modification costs
related to this aircraft.

     In June 1996, the Company entered into a ten year engine
maintenance agreement with General Electric Company ("GE") for
the maintenance of up to 15 aircraft powered by CF6-50E2 engines.
The agreement commenced in the third quarter with the testing of
several engines for acceptance into the GE program.  Effective in
the year 2000, the Company has an option to add not less than 40
engines to the program.

     In June 1996, the Company entered into an ACMI contract with
Thai Airways for a three year term commencing in October 1996,
with an annual option to extend the contract for an additional
year.  This contract also includes an option for Thai Airways to
lease a second and a third aircraft, each for a three year term,
commencing in February and July 1998, respectively.

     In July 1996, the Company entered into a long-term ACMI
contract  with Fast Air Carrier S.A. ("Fast Air", a  Chilean
corporation),  subsequent to the performance  of  short-term
services for Fast Air during the second quarter of 1996.

     In July 1996, the Company entered into a long-term ACMI
contract with Cargolux Airlines International S.A. ("Cargolux", a
Luxembourg corporation), following its agreement to purchase from
Cargolux a 747-200 freighter aircraft previously leased from
Cargolux for a purchase price of approximately $31.7 million,
including a spare engine.  In August 1996, an additional $26.6
million was drawn down from the $175 million revolving credit
facility for the purchase of this aircraft and engine.

      In  September  1993  and June  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.  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.

4.   Subsequent Events

     In October and mid-November 1996, the Company drew down an
additional $23.5 million and $20.6 million, respectively, from
the  $175  million revolving credit facility to finance  the
acquisition of the third and fourth Thai Aircraft and a spare
engine.  Working capital funds were used to make the down payment
to Boeing in October for the modification costs related to the
third  Thai  Aircraft.  The downpayment to  Boeing  for  the
modification costs related to the fourth Thai Aircraft is not
payable until the first quarter of 1997.

     In October 1996, the Company entered into two five-year ACMI
contracts with China Airlines Ltd. commencing in 1997, one of
which  is a replacement contract for a contract expiring  in
January 1997.

     In November 1996, the Company renewed its ACMI contract with
Varig Brazilian Airlines for an additional one-year term, subject
to periodic review.
             MANAGEMENT'S DISCUSSION AND ANALYSIS OF
          FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Results of Operations

     The Company, through its predecessors, began its operations
in April 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 with normal operations commencing in early 1993.  As
such, the Company's revenues and expenses during that period are
not indicative of the revenues and expenses which were incurred
by the Company from 1993 through the third quarter of 1996 and
which may be incurred in the future.  Furthermore, the Company
expensed its start-up costs in 1992.  As a result, the Company
does not believe that any comparison of the period prior to 1993
with later periods would be meaningful.

     The table below sets forth selected financial and operating
data for the first, second and third quarters of 1996 and the
four  quarters of the years ended December 31, 1995 and 1994
(dollars in thousands).
                                             1996
                               Cumu-     3rd      2nd       1st
                              lative   Quarter  Quarter   Quarter
Total operating revenues     $210,944   $79,681  $72,614   $58,649
Operating expenses            152,821    59,635   49,947    43,239
Operating income (loss)        58,123    20,046   22,667    15,410
Other income (expense)        (19,906)  (7,207)  (6,982)   (5,717)
Net income                     24,442     8,201   10,037     6,203
Block hours                    40,642    15,444   14,073    11,125
Average aircraft operated        13.4      15.4     14.0      10.8
Operating margin                 27.6%    25.2%    31.2%     26.3%

                                             1995
                               Cumu-     3rd      2nd       1st
                              lative   Quarter  Quarter   Quarter
Total operating revenues     $115,125   $47,769  $38,418   $28,938
Operating expenses             88,611    34,844   28,370    25,397
Operating income (loss)        26,514    12,925   10,048     3,541
Other income (expense)        (12,421)  (4,805)  (4,286)   (3,330)
Net income                      9,479     5,568    3,861        50
Block hours                    22,456     9,076    7,568     5,812
Average aircraft operated         7.1       8.2      6.9       6.1
Operating margin                 23.0%    27.1%    26.2%     12.2%

                                               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 (loss)     42,674    16,160   12,925    10,048      3,541
Other income (expense)    (16,435)   (4,014)   (4,805)   (4,286)   (3,330)
Net income (loss)           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%

                                               1994
                           Cumu-      4th       3rd       2nd       1st
                          lative    Quarter   Quarter   Quarter   Quarter
Total operating                                                           
 revenues                 $102,979   $35,729   $34,271   $20,802   $12,177
Operating expenses          89,085    29,848    27,400    17,743    14,094
Operating income (loss)     13,894     5,881     6,871     3,059   (1,917)
Other income (expense)    (10,294)   (2,560)   (2,635)   (2,700)   (2,399)
Net income (loss)            3,586     3,321     4,235       346   (4,316)
Block hours                 19,049     6,619     6,226     3,789     2,415
Average aircraft                                                          
 operated                      5.2         6       5.8         5       3.8
Operating margin             13.5%     16.5%     20.0%     14.7%   (15.7)%


Operating Revenues and Results of Operations

     Total operating revenues for the quarter ended September 30,
1996 increased to $79.7 million compared to $47.8 million for the
same  period  in  1995,  an increase of approximately  67%.   The
average  number  of aircraft in the Company's  fleet  during  the
third  quarter of 1996 was 15.4 compared to 8.2 during  the  same
period in 1995.  Total block hours for the third quarter of  1996
were  15,444  compared to 9,076 for the same period in  1995,  an
increase   of  approximately  70%,  principally  reflecting   the
increase  in the size of the Company's fleet.  Revenue per  block
hour  decreased  by  approximately 2% to  $5,159  for  the  third
quarter  of 1996 compared to $5,263 for the year-earlier  period,
primarily  as  a result of a decrease in higher-yielding  charter
operations.   The  Company's operating results  improved  from  a
$12.9  million operating profit for the third quarter of 1995  to
an  operating  profit of $20.0 million for the third  quarter  of
1996.   This  increase was a result of the near doubling  in  the
size of the Company's fleet, as compared to the third quarter  of
1995,  somewhat offset by higher maintenance costs in  the  third
quarter  of  1996.   Net  income of $5.6 million  for  the  third
quarter of 1995 improved to a net income of $8.2 million for  the
third quarter of 1996.

     Total operating revenues for the nine months ended September
30,  1996 increased to $210.9 million compared to $115.1  million
for  the  same period in 1995, an increase of approximately  83%.
The  average number of aircraft in the Company's fleet during the
nine  months  ended September 30, 1996 was 13.4 compared  to  7.1
during the same period in 1995.  Total block hours for the  first
nine  months of 1996 were 40,642 compared to 22,456 for the  same
period  in  1995,  an increase of approximately 81%,  principally
reflecting  the  increase  in the size of  the  Company's  fleet.
Revenue  per block hour increased by approximately 1%  to  $5,190
for the first nine months of 1996 compared to $5,127 for the year-
earlier period, principally reflecting the mix of charter  versus
contract  operations.  The Company's operating  results  improved
from  a  $26.5 million operating profit for the first nine months
of  1995  to an operating profit of $58.1 million for  the  first
nine  months  of 1996.  This increase was a result  of  the  near
doubling  in  size of the fleet, as compared to  the  first  nine
months  of  1995.  Net income of $9.5 million for the first  nine
months of 1995 improved to a net income of $24.4 million for  the
first nine months of 1996.

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 $6.1 million in the third quarter  of  1996
compared to $3.9 million in the same period of 1995, and to $17.0
million  in the nine months ended September 30, 1996 compared  to
$10.2 million in the nine months ended September 30, 1995.  These
increases  were  proportional to the increases in  the  Company's
fleet  size  and  aircraft  block  hours,  partially  offset   by
operating  efficiencies.   While  actual  expense  increased   by
approximately 55% during the third quarter of 1996,  on  a  block
hour  basis this expense declined to $395 per hour for the  third
quarter  of 1996 from $433 per hour for the same period in  1995.
For  the  nine  months ended September 30, 1996,  actual  expense
increased  66%, but on a block hour basis declined  to  $418  per
hour  from  $455  per hour for the same period  in  1995.   These
reductions  of  9%  and 8%, respectively, were due  to  increased
efficiency in staffing levels and scheduling resulting  from  the
increased level of operations.

      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 $7.6 million  in
the  third quarter of 1996 compared to $3.5 million in 1995,  and
to  $19.5  million  in the nine months ended September  30,  1996
compared  to $9.2 million in the nine months ended September  30,
1995, or approximately 114% and 112%, respectively, due primarily
to  the  larger fleet size.  On a block hour basis, this  expense
increased by 26% to $489 per hour for the third quarter  of  1996
compared to $389 per hour for the same period in 1995, and by 17%
to  $480  per hour for the nine months ended September  30,  1996
compared to $410 per hour for the same period in 1995.  The third
quarter 1996 increase was due primarily to increased training and
travel costs associated with additional staffing required for the
Company's   aircraft   deliveries,  and  to  extraordinary   crew
positioning expenses related to both the introduction of  certain
aircraft  into  the  Company's fleet and  to  maintenance  events
associated with those aircraft, partially offset by reduced  per-
aircraft insurance costs.  The increase for the nine months ended
September  30, 1996 is significantly lower than the increase  for
the third quarter of 1996, as the Company's spending with respect
to training and travel costs associated with the first quarter of
1996  aircraft deliveries was incurred in the fourth  quarter  of
1995.   In  addition, the extraordinary crew positioning expenses
experienced in the 1996 third quarter were absent from the  first
six months of 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  and  in  April  1995 with  HAECO,  another  contract
maintenance  operator,  at fixed rates to  undertake  conversions
and/or D Checks on ten Boeing 747 aircraft through October  1997,
in  order  to  reduce its maintenance expense on a  per  aircraft
basis  in  future periods.  In June 1996, the Company  contracted
with  General  Electric Company on a fixed cost per  flight  hour
basis  for maintenance of CF6-50E2 engines for up to 15  aircraft
over ten years.

      Maintenance expense increased to $21.8 million in the third
quarter  of 1996 from $11.9 million in the same period  of  1995,
and  to $54.1 million in the nine months ended September 30, 1996
from  $26.5 million in the nine months ended September 30,  1995,
or  approximately  84%  and 104%, respectively,  primarily  as  a
result  of  the  increase in the Company's  average  fleet  size,
including  certain extraordinary costs associated with  upgrading
the  maintenance  condition of certain aircraft acquired  by  the
Company  from Federal Express. On a block hour basis, maintenance
expense increased by 8% and 13%, respectively, primarily  due  to
parts   support   requirements  associated  with  scheduled   and
unscheduled  maintenance events, and due to the  induction  costs
incurred  in  the third quarter of 1996 related to the  placement
into service of the aircraft acquired from Federal Express.

      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 $7.1 million in the  third
quarter  of 1996 compared to $5.0 million in the same  period  of
1995,  and  $18.7 million in the nine months ended September  30,
1996 compared to $16.6 million in the nine months ended September
30,   1995,   or   increases  of  approximately  41%   and   13%,
respectively.  Aircraft rentals were higher for the third quarter
of  1996 due to the phase-in of the leases with respect to  three
aircraft  from Federal Express, in addition to the one placed  in
service  in  the  second quarter of 1996.   Engine  rentals  were
comparable  for  both  quarters.   The  nine-month  increase  was
smaller, as higher second and third quarter 1996 aircraft rentals
were somewhat offset by lower first quarter 1996 engine rentals.

      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 it occasionally provides between Hong Kong
and  the United States, 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 were $3.4 million  in  the
third quarter of 1996 compared to $1.4 million in the same period
of  1995, and $7.6 million in the nine months ended September 30,
1996 compared to $3.7 million in the same period of 1995.  During
the  third quarter of 1996, the Company experienced a significant
increase in scheduled service and charter hours flown in response
to  customer  needs.   Fuel and ground handling  costs  increased
proportionately.  The increase for the first nine months of  1996
was less as a result of lower scheduled service and charter hours
in the first quarter of 1996 compared to the same period in 1995.

      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  $6.7
million  in  the third quarter of 1996 from $4.6 million  in  the
same  period of 1995, and $16.8 million in the nine months  ended
September 30, 1996 from $10.5 million in the same period of 1995,
or  approximately 44% and 59%, respectively.  This third  quarter
increase reflects the increase in owned aircraft and engines  for
the  third  quarter of 1996 over the same period  in  1995.   The
comparison for the first nine months of 1996 reflects the  timing
of  the  increase in fleet size within each year,  only  slightly
offset by a second quarter 1996 depreciation correction.

       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 costs increased to $7.1 million
in the third quarter of 1996 from $4.5 million in the same period
of  1995, and to $19.1 million in the nine months ended September
30,  1996  from  $11.8 million in the same  period  of  1995,  or
approximately 59% and 62%, respectively, reflecting the  increase
in  the  Company's  operations.  On a  block  hour  basis,  these
expenses decreased to $460 per hour in the third quarter of  1996
from  $491 per hour in the same period of 1995, and to  $469  per
hour  in  the nine months ended September 30, 1996 from $525  per
hour  in  the  same period of 1995, or 6% and 11%,  respectively.
These  decreases  in  costs on a block hour  basis  were  due  to
establishing in 1995 the core management necessary to oversee the
Company's future increase in business activity.

Other Income (Expense)

      Other  income  (expense) consists of  interest  income  and
interest expense.  Interest income increased to $2.2 million  for
the third quarter of 1996 from $0.6 million in the same period of
1995, and to $5.0 million for the nine months ended September 30,
1996  from  $.8 million in the same period of 1995, due primarily
to funds received from the secondary public offering in May 1996,
as  well  as from funds retained from the Initial Public Offering
("IPO")  in  August  1995.  Interest expense  increased  to  $9.4
million  in  the third quarter of 1996 from $5.4 million  in  the
same  period  of  1995, and to $24.9 million in the  nine  months
ended September 30, 1996 from $13.3 million in the same period of
1995, or approximately 74% and 88%, respectively, resulting  from
the increase in financed flight equipment between these periods.

Income Taxes

     The provision for income taxes for the third quarter of 1996
of  $4.6 million and for the nine months ended September 30, 1996
of  $13.8 million reflects a 36% effective tax rate.  The Company
has   net   operating  loss  carryforwards   which   will   defer
approximately  $8.3 million of this provision to future  periods.
Due  to  the  nature  of the Company's international  operations,
state and local income taxes are negligible.

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.

Liquidity and Capital Resources

      At  September  30,  1996, the Company  had  cash  and  cash
equivalents   of   approximately   $20.2   million,    short-term
investments  of approximately $112.6 million and working  capital
of approximately $104.9 million.  During the first nine months of
1996,   cash  and  cash  equivalents  decreased  $76.8   million,
principally reflecting investments in flight and other  equipment
of  $198.9 million,  the net purchase of $112.6 million of short-
term  investments,  debt  issuance  costs  of  $6.0  million  and
principal  reductions of indebtedness of $15.6 million, partially
offset  by  cash  provided  from  operations  of  $56.3  million,
proceeds  from  equipment financings of  $94.2  million  and  net
Common  Stock  issuances of $105.8 million, including  the  $99.8
million  received  from  a  secondary  public  offering  of   the
Company's Common Stock in the second quarter of 1996.

      The  Company  had previously contracted to  purchase  three
Boeing  747-200 aircraft at an average cost of approximately  $36
million  each  (including the cost of modifying the aircraft  for
long-haul  cargo  service), one of which  was  delivered  to  the
Company in January 1996 and the other two of which were delivered
to  the  Company  during March 1996.  The  Company  utilized  the
proceeds from an Equipment Notes offering consummated in November
1995,  together with funds from the Company, to pay the  purchase
price, including modification cost, of these three aircraft.

      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 will be converted into freighter configuration by Boeing
and  delivered to the Company for placement into service  between
the  end  of  the third quarter of 1996 and year-end  1997.   The
first  of these aircraft was placed into service in the Company's
operations at the end of September 1996.  The average cost of the
six   aircraft,  including  conversion  costs,  is  expected   to
approximate $40 million to $45 million.  The Company has placed a
nonrefundable  deposit  of  $3 million  with  Thai  Airways  with
respect  to  its acquisition of the Thai Aircraft.  As  discussed
below,  the  Company has obtained commitments for financing  with
respect to some or all of the Thai Aircraft.

      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 and September 1996.   The
remaining  Federal Express Aircraft is scheduled to be  delivered
to  the Company in the first quarter of 1997, as a result of  the
deferral  of its originally scheduled delivery from 1996  at  the
request of Federal Express due to the destruction of one  of  its
other aircraft.  The lease term ends in January 1998 for all five
of  the  aircraft.   The  lease rate is $450,000  per  month  per
aircraft.  In addition, the Company had agreed to purchase on  or
before  October  1,  1996  a Boeing 747  simulator  from  Federal
Express  for a purchase price of $2.1 million. At the request  of
Federal  Express,  this  agreement  was  amended  to  extend  the
purchase  date  to  January  2,  1997.   The  Company   is   also
negotiating the possible purchase of certain Boeing 747-200 spare
parts from Federal Express.

      In  May  1996,  the Company entered into an agreement  with
Cargolux  Airlines  International  S.A.  ("Cargolux")   for   the
purchase   of  one  747-200  freighter  aircraft  (the  "Cargolux
Aircraft") previously leased by the Company from Cargolux, for  a
purchase price of approximately $31.7 million, including a  spare
engine.   The Cargolux Aircraft was delivered to the  Company  in
August  1996 following the performance by Cargolux of maintenance
required  to induct the aircraft into the Company's  fleet.   The
Company is also in preliminary discussions for the acquisition of
additional aircraft.

      In May 1996, the Company consummated  the sale of 2,300,000
shares  of  its Common Stock and 1,643,999 shares of  its  Common
Stock  held by a selling stockholder, Michael A. Chowdry,  at  an
offering price of $45.75 per share, for aggregate net proceeds to
the  Company of $99.8 million, including exercise in full of  the
underwriters'  over-allotment option,  and  after  deducting  the
aggregate  underwriting discounts and the estimated  expenses  of
the  Offering. All net proceeds were retained for working capital
and  other general corporate purposes including, but not  limited
to,  the acquisition and conversion of aircraft.  The Company did
not  receive any proceeds from the sale of shares of  its  Common
Stock by the Selling Stockholder.

     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 preliminary 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 extended.

      The  Company  obtained financing from a single  lender  for
approximately 80% of the total acquisition and conversion cost of
the  first Thai Aircraft, pursuant to which it initially borrowed
approximately  $21.2 million in the first quarter  of  1996.   In
addition,  in  May 1996, the Company entered into a $175  million
revolving  credit  facility  provided  by  two  lenders  for  the
acquisition and conversion of flight equipment, including any  or
all of the remaining five Thai Aircraft.  The facility has a two-
year revolving period with a subsequent two-year term loan period
in  the event that permanent financing has not been obtained  for
any  flight  equipment financed under the facility.  The  Company
closed  upon and drew down its initial borrowing pursuant to  the
facility in May 1996 in the amount of approximately $21.4 million
with  respect to the purchase of the second Thai Aircraft  and  a
related  spare  engine.   In  August 1996,  an  additional  $31.5
million  was  drawn down under the facility with respect  to  the
purchase  of  the Cargolux Aircraft, an associated spare  engine,
and  the downpayment of modification costs related to the  second
Thai Aircraft.  The Company has made subsequent drawings upon the
Facility  in  the aggregate amount of $44.1 million through  mid-
November  1996  with respect to the Thai Aircraft and  associated
spare engines.

      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 revolving credit facility, will be sufficient to  meet
its  normal  ongoing  liquidity needs  for  1996,  including  the
acquisition of the remaining Thai Aircraft.
                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:  November 13, 1996 By:  /s/ Richard H. Shuyler
                         Richard H. Shuyler
                         Senior Vice President - Finance
                         Chief Financial Officer and
                         Treasurer (Principal Accounting
                         Officer)