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 June 30, 2000

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


                     Commission File Number
                             0-25732


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



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



            2000 Westchester Ave, Purchase, NY 10577
    (Address of principal executive offices)      (Zip Code)


                        (914) 701 - 8000
      (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 August 7, 2000 the Registrant had 38,113,976 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-
                  June 30, 2000 and December 31, 1999

               Consolidated Statements of Operations-
                  Quarter and Six Months Ended June 30, 2000
                  and 1999

               Consolidated Statements of Cash Flows-
                  Six Months Ended June 30, 2000 and 1999

               Notes to Consolidated Financial Statements

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

PART II.  OTHER INFORMATION

     Item 1.   Legal Proceedings

     Item 6.   Exhibits and Reports on Form 8-K

               Exhibit 27 - Financial Data Schedule

               Signatures

               ATLAS AIR, INC. AND SUBSIDIARIES

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

                                           June 30,      December 31,
                                             2000            1999
                                         (Unaudited)
                ASSETS
Current assets:
<S>                                        <C> <C>      <C>    <C>
     Cash and cash equivalents             $   293,830  $     331,605
     Short-term investments                     62,144        141,555
     Accounts receivable and other, net        135,370         92,979
          Total current assets                 491,344        566,139
Property and equipment:
     Flight equipment                        1,848,357      1,732,543
     Other                                      31,202         19,172
                                             1,879,559      1,751,715
     Less accumulated depreciation            (240,604)      (208,465)
           Net property and equipment        1,638,955      1,543,250
Other assets:
     Debt issuance costs,
       net of accumulated amortization          31,894         27,201
of $14,364 and $14,281
     Deposits and other                        112,058          5,780
               Total assets                 $2,274,251     $2,142,370


 LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
     Current portion of long-term debt     $    88,722   $     95,929
     Accounts payable and accrued              148,115        139,929
liabilities
     Income tax payable                          4,675             --
          Total current liabilities            241,512        235,858
Long-term debt, net of current portion       1,322,894      1,253,084
Other liabilities                              132,505        228,075
Deferred income taxes                           81,779         67,653
Commitments and contingencies
Stockholders' equity:
   Preferred Stock, $1 par value;
    10,000,000 shares authorized;
    no shares issued                                --             --
   Common Stock, $0.01 par value;
    50,000,000 shares authorized;
    38,112,407 and 34,480,946
    shares issued, respectively                    381            345
   Additional paid-in capital                  304,005        198,002
   Retained earnings                           193,298        162,194
   Deferred Compensation -
    Restricted Stock                              (615)          (404)
   Treasury Stock, at cost;
    70,200 and 115,906 shares,
    respectively                               (1,508)         (2,437)
        Total stockholders' equity             495,561        357,700
           Total liabilities and
            stockholders' equity            $2,274,251     $2,142,370
</TABLE>


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

                ATLAS AIR, INC. AND SUBSIDIARIES

              CONSOLIDATED STATEMENTS OF OPERATIONS
              (In thousands, except per share data)
                           (Unaudited)
<TABLE>

                               Quarter Ended             Six Months Ended
                                 June 30,                    June 30,
                             2000          1999         2000         1999
Revenues:
<S>                       <C>            <C>         <C> <C>       <C>
 Contract services        $  188,081     $  135,025  $   351,657   $  270,403
 Charters, scheduled
  services and other           3,702          3,543        6,538        6,004
   Total operating           191,783        138,568      358,195      276,407
revenues
Operating expenses:
 Flight crew salaries
and benefits                  14,491         10,313       28,672       21,674
 Other flight-related
  expenses                    14,040         10,791       28,025       21,620
 Maintenance                  34,666         30,071       68,311       60,342
 Aircraft and engine
  rentals                     17,738         11,012       34,694       22,517
 Fuel and ground
  handling                     5,562          4,377       10,809        7,452
 Depreciation and
  amortization                24,596         16,824       47,334       35,991
 Other                        22,290         14,073       38,773       28,997
   Total operating
    expenses                 133,383         97,461      256,618      198,593
Operating income              58,400         41,107      101,577       77,814
Other income (expense):
   Interest income             6,679          4,121       12,887        8,695
   Interest expense          (34,413)       (23,996)     (64,400)     (48,884)
                             (27,734)       (19,875)     (51,513)     (40,189)
Income before income
 taxes, extraordinary
 item and cumulative
 effect of a change in
 accounting principle         30,666         21,232       50,064       37,625
Provision for income
 taxes                       (11,653)        (7,962)     (19,032)     (14,109)
Income before
 extraordinary item
 and cumulative
 effect of a change in
 accounting principle         19,013         13,270       31,032       23,516
Extraordinary item:
Loss from
 extinguishment of
 debt, net of applicable
 tax benefit of $3,872            --             --           --       (6,593)
Cumulative effect of a
 change in accounting
 principle, net of
 applicable tax benefit
 of $850                           --            --           --       (1,416)
Net income                $   19,013      $  13,270   $   31,032    $  15,507

Basic earnings per
share:
 Income before
  extraordinary
  item and cumulative
  effect of a change in
  accounting principle      $   0.53     $     0.39     $   0.89   $     0.68
 Extraordinary item               --             --           --        (0.19)
 Cumulative effect of a
  change in accounting
  principle                       --             --           --        (0.04)
 Net income                 $   0.53     $     0.39     $   0.89   $     0.45
 Weighted average common
  shares                      35,648         34,279       35,033       34,156

Diluted earnings per
share:
 Income before
  extraordinary
  item and cumulative
  effect of a change in
  accounting principle      $   0.53    $      0.38     $   0.88   $     0.68
 Extraordinary item               --             --           --        (0.19)
 Cumulative effect of a
  change in accounting
  principle                       --             --           --        (0.04)
 Net income                 $   0.53     $     0.38     $   0.88   $     0.45
 Weighted average common
  shares                      36,021         34,570       35,315       34,449
</TABLE>

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


                ATLAS AIR, INC. AND SUBSIDIARIES

              CONSOLIDATED STATEMENTS OF CASH FLOWS
                         (In thousands)
                           (Unaudited)
<TABLE>

                                               Six Months Ended
                                                   June 30,
                                             2000            1999
Operating activities:
<S>                                        <C>  <C>       <C>  <C>
Net income                                 $    31,032    $    15,507
Adjustments to reconcile net income to
net cash provided by operating
 activities:
     Depreciation and amortization              47,334         35,991
     Amortization of debt issuance
      costs and lease financing costs              300          1,171
     Net loss on disposition of
      property and equipment                       436             --
     Extraordinary loss                             --          2,491
     Write-off of start-up costs                    --          2,266
     Deferred income taxes                      14,126          7,258
     Changes in operating assets and
      liabilities:
       Accounts receivable and other           (42,391)          (532)
       Deposits and other                      (15,330)         2,227
       Accounts payable and accrued
        liabilities                              4,281         (3,037)
       Income tax payable                        4,675         (7,908)

        Net cash provided by operating
         activities                             44,463         55,434

Investment activities:
Purchase of property and equipment            (268,717)      (246,244)
Proceeds from sale of property and              13,808             --
equipment
Purchase of investments                        (47,451)       (15,071)
Maturity of investments                         60,949          5,000
        Net cash used in investing
         activities                           (241,411)      (256,315)

Financing activities:
Issuance of Common Stock                       106,039         16,871
Purchase of Treasury Stock                        (131)          (775)
Issuance of Treasury Stock                         528            489
Net proceeds from debt issuance and
 lease financing                               282,437        177,074
Principal payments on notes payable           (194,053)      (129,444)
Cash restricted for letter of credit           (25,001)            --
Debt issuance costs and deferred lease
 costs                                         (10,646)          (671)
        Net cash provided by financing
         activities                            159,173         63,544

Net decrease in cash                           (37,775)      (137,337)
Cash and cash equivalents at beginning
 of period                                     331,605        449,627
Cash and cash equivalents at end of
 period                                   $    293,830     $  312,290

</TABLE>

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


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



1.   Unaudited Consolidated Financial Statements

      In  the  opinion of management, the accompanying  unaudited
consolidated   financial  statements  contain   all   adjustments
(consisting only of normal recurring items) necessary to  present
fairly  the financial position of Atlas Air, Inc. and its wholly-
owned subsidiaries (collectively, the "Company" or "Atlas") as of
June  30,  2000 and the results of operations and cash flows  for
the   periods   presented.   Certain  information  and   footnote
disclosures normally included in financial statements prepared in
accordance  with  generally accepted accounting  principles  have
been condensed or omitted pursuant to the Securities and Exchange
Commission's  rules and regulations.  The results  of  operations
for  the periods presented are not necessarily indicative of  the
results  to  be expected for the full year.  Management  believes
the  disclosures made are adequate to ensure that the information
is  not  misleading, and suggests that these financial statements
be  read  in  conjunction with the Company's  December  31,  1999
audited  financial statements included in its  Annual  Report  on
Form 10-K.

2.   Reclassifications

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

3.   Recently Issued Accounting Standards

     In  June  1998,  the  Financial Accounting  Standards  Board
issued  Statement of Financial Accounting Standards ("SFAS")  No.
133   "Accounting   for   Derivative  Instruments   and   Hedging
Activities."   SFAS No. 133 establishes accounting and  reporting
standards  requiring that every derivative instrument  (including
certain  derivative instruments embedded in other  contracts)  be
recorded  on  the balance sheet as either an asset  or  liability
measured  at its fair value.  SFAS No. 133 requires that  changes
in  the  derivative's  fair  value  be  recognized  currently  in
earnings  unless  specific  hedge accounting  criteria  are  met.
Special  accounting for qualifying hedges allows  a  derivative's
gains and losses to offset related results on the hedged item  in
the  income statement, and requires that a company must  formally
document, designate, and assess the effectiveness of transactions
that  receive hedge accounting.  SFAS No. 133, as amended by SFAS
No.  137  and  SFAS No. 138, is effective for fiscal quarters  of
fiscal years beginning after June 15, 2000.  The Company has  not
yet  quantified the impact, if any, of adopting SFAS No.  133  on
its financial statements and has not determined the timing of  or
method  of  its adoption of SFAS No. 133.  However,  SFAS  No.133
could  increase  volatility in earnings and  other  comprehensive
income.

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

     In  March  2000,  the  FASB issued  Interpretation  No.  44,
"Accounting    for    Certain   Transactions   involving    Stock
Compensation."  This Interpretation clarifies (a) the  definition
of  employee for purposes of applying APB Opinion No. 25, (b) the
criteria   for  determining  whether  a  plan  qualifies   as   a
noncompensatory plan, (c) the accounting consequence  of  various
modifications to the terms of a previously fixed stock option  or
award,   and  (d)  the  accounting  for  an  exchange  of   stock
compensation   awards   in   a   business   combination.     This
Interpretation is effective July 1, 2000, but certain conclusions
in  this  Interpretation cover specific events that  occur  after
either  December 15, 1998, or January 12, 2000.   To  the  extent
that  this  Interpretation  covers events  occurring  during  the
period  after December 15, 1998, or January 12, 2000, but  before
the  effective date of July 1, 2000, the effects of applying this
Interpretation are recognized on a prospective basis from July 1,
2000.   We  believe the adoption of this Interpretation will  not
have  a material impact on our financial position and results  of
operations.

4.   Investments

The  Company  invests  excess cash in part  in  various  held-to-
maturity securities, as defined in SFAS No. 115, "Accounting  for
Certain  Investments  in  Debt  and  Equity  Securities,"   which
requires investments in debt securities to be classified as held-
to-maturity and measured at amortized cost only if the  reporting
enterprise  has  the positive intent and ability  to  hold  those
securities  to  maturity.  The following  tables  set  forth  the
aggregate  fair  value,  gross unrealized  holding  gains,  gross
unrealized holding losses, and amortized/accreted cost  basis  by
major security type as of June 30, 2000 and December 31, 1999 (in
thousands):
<TABLE>

                                 Gross       Gross
                              Unrealized  Unrealized    (Amorti-
                    Aggregate   Holding     Holding     zation)
  Security Type    Fair Value    Gains      Losses     Accretion

June 30, 2000:
Included in
 cash and cash
 equivalents:
<S>                <C> <C>     <C>     <S> <C>     <S><C>     <S>
 CDs & equivalents $   30,926  $       --  $       -- $       --
 Commercial Paper      44,535          --          --          1
 Market Auction
  Preferreds          127,900          --          12         --
     Totals        $  203,361  $       --  $       12  $       1


Included in short-
 term investments:
 U.S. Government
  Agencies        $    11,993 $        -- $         5 $        --
 Corporate Notes       22,971          --          44         (13)
 Corporate Bonds        8,548          --          88           1
 Market Auction
  Preferreds           14,500          --          --          --
 Euro Bonds             3,004          --          27          (1)
     Totals        $   61,016 $        -- $       164  $      (13)


Included in long-
 term investments:
 U.S. Government
  Agencies         $   15,954 $        -- $        39 $         1
 Corporate Notes       14,526          --         115          (1)
 Corporate Bonds       17,759          --          83          (7)
 Euro Bonds            15,281          --          75           4
 Other                  1,652          --          14           8
     Totals        $   65,172  $       -- $       326 $         5


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


 Included in short-
  term investments:
  Corporate Bonds   $    29,041 $       -- $       199 $      (15)
  Corporate Notes        40,306         --         255        (20)
  Euro Dollar Bonds      15,034         --          92         (8)
  Market Auction
   Preferreds            17,000         --          --         --
  U.S. Government
   Agencies              31,953         --          36          1
  Other                   5,362         --          21         22
      Totals         $  138,696 $       -- $       603 $      (20)
</TABLE>
In addition, accrued interest on cash equivalents, short-term and
long-term  investments  at June 30, 2000 was  approximately  $0.6
million,  $1.0  million and $1.3 million, respectively.   Accrued
interest  on  cash and equivalents and short-term investments  at
December  31,  1999  was  approximately  $1.4  million  and  $2.3
million, respectively.  Interest earned on these investments  and
related   maturities   are  reinvested  in  similar   securities.
Securities included in short-term investments have maturity dates
of less than one year.

5.   Commitments and Contingencies

     In  June 1997, the Company entered into a purchase agreement
with  the  Boeing  Company (the "Boeing Purchase  Agreement")  to
purchase  10  new  747-400 freighter aircraft to  be  powered  by
engines  acquired from the General Electric Company ("GE"),  with
options  to  purchase up to 10 additional 747-400  aircraft.   In
February  1999, the Company exercised options for two  additional
747-400  freighter aircraft, which were delivered in  the  second
quarter  of 2000.  The Company arranged leveraged lease financing
for  seven  747-400 freighter aircraft and secured debt financing
for five 747-400 freighter aircraft which were delivered in 1998,
1999  and  2000.   The  Boeing Purchase  Agreement  requires  the
Company  to pay pre-delivery deposits in order to secure delivery
of  the 747-400 freighter aircraft and to defray a portion of the
manufacturing costs.  In addition, the Boeing Purchase  Agreement
provides for a deferral of a portion of the pre-delivery deposits
(Deferred Aircraft Obligations) for which the Company accrues and
pays interest quarterly at 6-month LIBOR, plus 2.0%.

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

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

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

     In March 2000, the Company had a letter of credit issued for
approximately $25.0 million, which is secured by restricted  cash
invested  in  liquid, highly rated securities.  These  funds  are
carried  at cost, which approximates market, in Other assets  and
were  released  and returned to unrestricted cash  subsequent  to
June 30, 2000.

     In April 2000, the Company formed a wholly-owned subsidiary,
Atlas  Freighter  Leasing III, Inc. for the purpose  of  entering
into  a  $300 million term loan facility (the "AFL III Term  Loan
Facility")  to  refinance all of the aircraft and  spare  engines
previously financed under the AFL Term Loan Facility and the  AFL
II  Term  Loan  Facility, plus one aircraft  previously  financed
under  the  Aircraft  Credit Facility  and  three  747-400  spare
engines  owned by the Company.  As a result of this  refinancing,
the  Company  will experience lower interest rates  and  extended
terms  as compared to the previous financings.  The AFL III  Term
Loan  Facility  consists of Term Loan A in  the  amount  of  $165
million and Term Loan B in the amount of $135 million, for  which
interest  is  based on the Eurodollar rate, plus 1.75%  and  plus
2.00%,   respectively.    The  interest   rates   on   borrowings
outstanding under the AFL III Term Loan Facility were  8.32%  and
8.69%,  respectively,  at  June 30,  2000.   Quarterly  scheduled
principal   payments   of   $5.0  million   and   $1.7   million,
respectively, commenced in July 2000 and increase  over  time  to
$9.9  million and $6.8 million, such that Term Loan A  is  to  be
fully  paid in April 2005 and Term Loan B is to be fully paid  in
April 2006, with a final payment of $40.5 million.

     In  April  2000,  the  Company amended its  Aircraft  Credit
Facility  to provide for a $175 million revolving credit facility
with a three-year revolving period and a subsequent two-year term
loan  period.   With  respect to the aircraft currently  financed
under the Aircraft Credit Facility, the term loan period will  be
from March 31, 2003 to March 30, 2005 in the event that permanent
financing  has  not  been  obtained  for  such  flight  equipment
financed under the facility.  At the time of each borrowing,  the
Company  must  select either a Base Rate Loan (prime  rate,  plus
0.75%)  or a Eurodollar Rate Loan (Eurodollar rate, plus  1.75%).
As  of June 30, 2000, the Company had approximately $34.3 million
outstanding  under  the  Aircraft Credit Facility.   The  Company
selected  the  Eurodollar Rate Loan commencing in May  2000,  for
which the interest rate is 8.31% as of June 30, 2000.

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

     In  May  2000,  the  Company entered into  a  sale-leaseback
transaction for one of its 747-400 freighter aircraft.   The  net
book  value  of this aircraft and the related debt  were  removed
from the balance sheet.

     In  May  2000, the Company completed the sale of one of  its
business  jets, previously used by executives of the Company  for
business  travel throughout the world.  Proceeds  from  the  sale
were used to retire the remaining debt on the aircraft.

     In May 2000, the Company entered into a purchase contract to
acquire  two used Boeing 747-300 combi aircraft from VARIG,  S.A.
(the  "VARIG  Aircraft") and a long term lease  agreement  for  a
third  Boeing  747-300 from another third party.   Each  Aircraft
will  be converted from combi to full freighter configuration  by
Boeing   prior  to  their  placement  into  service,   which   is
anticipated  to occur during the fourth quarter of  2000.   After
their conversion, these aircraft will be operationally equivalent
to the Boeing 747-200 aircraft in the Company's fleet.

     In  June 2000 the Company completed an offering of 3,465,000
shares  of  common  stock  for  net  proceeds  of  $104  million.
Approximately  $86  million of the proceeds  were  used  for  the
repayment  of  debt  during the second  quarter.   The  remaining
proceeds  of  $18  million  are  expected  to  be  used  for  the
retirement of debt during the third quarter of 2000.

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

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

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

     In  March  2000,  the Company received  an  order  from  the
Government of India ("India") seeking approximately $1.1  million
in  taxes  (plus  interest  of  approximately  $1.1  million  and
possible  penalties) for the tax year 1996 to  1997.   India  has
also  requested additional information for subsequent tax  years.
The Company believes that it is exempt from Indian taxes under  a
United  States/India treaty and intends to contest the assessment
vigorously.




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

Results of Operations

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

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

      The table below sets forth selected financial and operating
data  for the first and second quarters of 2000 and 1999 (dollars
in thousands).
<TABLE>
                                                    2000
                               Cumu-                2nd                 1st
                               lative             Quarter             Quarter

<S>                            <C>                 <C>                 <C>
Total operating revenues       $358,195            $191,783            $166,412
Operating expenses              256,618             133,382             123,236
Operating income                101,577              58,401              43,176
Other income (expense)          (51,513)            (27,734)            (23,779)
Net income                       31,032              19,013              12,019
Block hours                      62,333              33,140              29,193
Average aircraft operated          31.5                32.6                30.5
Operating margin                   28.4%               30.5%               25.9%

                                                    1999
                               Cumu-                2nd                 1st
                               lative             Quarter             Quarter

Total operating revenues       $276,407            $138,568            $137,839
Operating expenses              198,593              97,461             101,132
Operating income                 77,814              41,107              36,707
Other income (expense)          (40,189)            (19,875)            (20,314)
Net income                       15,507     (1)      13,270     (1)       2,237
Block hours                      47,792              23,861              23,931
Average aircraft operated          27.7                28.4                27.0
Operating margin                   28.2%               29.7%               26.6%
________
</TABLE>
(1)  After extraordinary item and cumulative effect of a change
in accounting principle.

Operating Revenues and Results of Operations

     Total operating revenues for the quarter ended June 30, 2000
increased  to  $191.8 million from $138.6 million  for  the  same
period  in  1999,  or approximately 38%.  The average  number  of
aircraft in our fleet during the second quarter of 2000 was  32.6
compared  to 28.4 during the same period in 1999, an increase  of
15%.   Total  block  hours for the second quarter  of  2000  were
33,140  compared  to  23,861 for the  same  period  in  1999,  an
increase  of  approximately 39%, reflecting the increase  in  the
size  of  our  fleet, and a substantial increase  in  block  hour
production   per  average  aircraft.   Revenue  per  block   hour
decreased  to $5,787 for the second quarter of 2000  compared  to
$5,807  for the second quarter of 1999.  The slight decrease  was
due, in part, to additional revenue in the second quarter of 1999
compared  to  the second quarter of 2000 associated with  minimum
guarantees  provided for in lower per block hour ACMI  Contracts,
coupled with a lower percentage of higher per block hour non-ACMI
flying.

      Our operating results improved by approximately 42% from  a
$41.1 million operating profit for the second quarter of 1999  to
an  operating profit of $58.4 million for the second  quarter  of
2000.   Results  of  operations were favorably  impacted  by  the
substantial  increase  in the size of our fleet  and  the  higher
utilization  of  the  newer 747-400 freighter  aircraft,  despite
associated  period over period increases in aircraft  and  engine
rentals, and depreciation and amortization expenses.  Net  income
of  $13.3  million  for the second quarter of 1999  increased  by
approximately 43% to a net income of $19.0 million for the second
quarter of 2000.

      Total operating revenues for the six months ended June  30,
2000 increased to $358.2 million from $276.4 million for the same
period  in  1999,  or  approximately  30%.   This  reflected  the
increase in the size of our fleet during the first half of  2000.
Total block hours for the first half of 2000 were 62,333 compared
to   47,792  for  the  same  period  in  1999,  an  increase   of
approximately  30%, reflecting an increase in  the  size  of  our
fleet,  and higher utilization per average aircraft, period  over
period.    Revenue   per   block  hour  decreased   slightly   by
approximately  1%  to $5,746 for the first  six  months  of  2000
compared  to  $5,784  for  the same period  in  1999.   This  was
substantially due to additional revenue in the first half of 1999
compared  to  the  first  half of 2000  associated  with  minimum
guarantees provided for in ACMI Contracts, as discussed above.

      Our operating results improved by approximately 31% from  a
$77.8  million operating profit for the first six months of  1999
to an operating profit of $101.6 million for the first six months
of  2000.  Results of operations were favorably impacted  by  the
substantial increase in the size of our fleet and the newer  747-
400  freighter  aircraft, despite associated period  over  period
increases  in  aircraft and engine rentals, and depreciation  and
amortization expenses.  Net income of $15.5 million for the first
half  of  1999 increased by 100% to a net income of $31.0 million
for  the  first half of 2000.  In the first quarter of  1999,  we
recorded an extraordinary charge from the extinguishment  of  the
$100  million 12 1/4% Senior Notes and a one-time charge associated
with  the write-off of start-up costs related to the introduction
of  new  Boeing  747-400 freighter aircraft into  our  fleet,  as
required   by   SOP  98-5  (as  defined).   Net   income   before
extraordinary  item  and  cumulative  effect  of  a   change   in
accounting principle for the first half of 1999 of $23.5 million,
increased by approximately 32% to the first half of 2000.

Operating Expenses

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

      Flight crew salaries and benefits include all such expenses
for  our  pilot  work force.  Flight crew salaries  and  benefits
increased to $14.5 million in the second quarter of 2000 compared
to  $10.3  million  in the same period of 1999, or  approximately
41%, principally reflecting the increase in the size of our fleet
quarter  over  quarter.   On  a block hour  basis,  this  expense
increased  by  approximately 1% to $437 per hour for  the  second
quarter  of 2000 from $432 per hour for the same period in  1999.
For  the  first six months of 2000, actual expense  increased  by
approximately 32%, from $21.7 million to $28.7 million, primarily
due  to the increase in the size of our fleet period over period.
On  a  block hour basis, this expense increased to $460 per  hour
from  $454 per hour for the same period in 1999, or approximately
1%.

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

      Other flight-related expenses increased to $14.0 million in
the second quarter of 2000 compared to $10.8 million for the same
period of 1999, and to $28.0 million in the six months ended June
30,  2000 compared to $21.6 million in the six months ended  June
30, 1999, or approximately 30% for both periods.  On a block hour
basis,  other  flight-related expenses decreased by approximately
6%  to  $424 per hour for the second quarter of 2000 compared  to
$452  per  hour for the same period in 1999, and by approximately
1%  to  $450  per  hour for the six months ended  June  30,  2000
compared to $452 per hour for the same period in 1999.

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

     Maintenance expense increased to $34.7 million in the second
quarter  of 2000 from $30.1 million in the same period  of  1999,
and  to $68.3 million in the six months ended June 30, 2000  from
$60.3  million  in  the  six  months  ended  June  30,  1999,  or
approximately  15% and 13%, respectively, primarily  due  to  the
increased  size of our fleet.  On a block hour basis, maintenance
expense  decreased by approximately 17% quarter over quarter  and
decreased  by  approximately  13% for  the  first  half  of  2000
compared  to  the year-earlier period, primarily  reflecting  the
lower maintenance costs associated with the new 747-400 aircraft.

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

     Aircraft and engine rentals were $17.7 million in the second
quarter  of 2000 compared to $11.0 million in the same period  of
1999,  and were $34.7 million in the first half of 2000  compared
to  $22.5  million in the first half of 1999, or an  increase  of
approximately  61% and 54%, respectively.  The quarter  and  six-
month increases were due to the additional leasing of new 747-400
freighter aircraft.

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

      Fuel  and  ground handling costs increased by approximately
27%  to  $5.6  million for the second quarter of 2000  from  $4.4
million  for  the  second  quarter  of  1999,  and  increased  by
approximately  45% to $10.8 million for the first  half  of  2000
from  $7.5 million for the first half of 1999.  The quarter  over
quarter and six-month year over year increases were primarily due
to increased charter activity.

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

      Depreciation  and amortization expense increased  to  $24.6
million in the second quarter of 2000 from $16.8 million  in  the
same  period of 1999, and to $47.3 million in the first  half  of
2000   from   $36.0  million  in  the  year-earlier  period,   or
approximately 46% and 32%, respectively.  These increases reflect
the  increase in owned aircraft, engines and spare parts for  the
second  quarter of 2000 and the first half of 2000 over the  same
periods in 1999.

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

      Other operating expenses increased to $22.3 million in  the
second  quarter of 2000 from $14.1 million in the same period  of
1999,  and to $38.8 million for the first half of 2000 from $29.0
million  for  the same period of 1999, or approximately  58%  and
34%,  respectively.   On  a  block  hour  basis,  these  expenses
increased  to  $673 per hour in the second quarter of  2000  from
$590  per  hour in the same period of 1999, and to $622 per  hour
for  the first half of 2000 from $607 per hour in the same period
of  1999,  or  approximately  14% and  3%,  respectively.   These
increases  in cost from the prior year periods were due primarily
to  additional  personnel and other resources  required  for  the
expansion of our fleet and operations.

Other Income (Expense)

      Other  income  (expense) consists of  interest  income  and
interest  expense.  Interest income increased to $6.7 million  in
the  second quarter of 2000 from $4.1 million in the same  period
of  1999, and to $12.9 million for the first six months  of  2000
from $8.7 million for the first six months of 1999, primarily due
to  increases  in the amount of funds available for investing  as
well   as  an  overall  increase  in  the  rates  of  return   on
investments.  Interest expense increased to $34.4 million in  the
second  quarter of 2000 from $24.0 million in the same period  of
1999,  and to $64.4 million in the first half of 2000 from  $48.9
million in the year-earlier period, or approximately 43% and 32%,
respectively.    This  increase  reflects  the  financing   costs
associated  with the purchase of additional aircraft  during  the
first half of 2000.

Income Taxes

      Pursuant to the provisions of SFAS No. 109 "Accounting  for
Income  Taxes,"  we have recorded a tax provision  based  on  tax
rates  in effect during the period.  Accordingly, we accrued  for
taxes at the rate of 38% during the second quarter and first half
of  2000  and 37.5% during the second quarter and first  half  of
1999.  Due to significant capital costs, which are depreciated at
an  accelerated rate for tax purposes, a significant  portion  of
our tax provision in these periods is deferred.

Liquidity and Capital Resources

      At  June  30,  2000,  we had cash and cash  equivalents  of
approximately   $293.8   million,   short-term   investments   of
approximately  $62.1 million and working capital of approximately
$249.8  million.  During the first half of 2000,  cash  and  cash
equivalents  decreased  approximately  $37.8  million,  primarily
reflecting the purchase of flight and other equipment  of  $268.7
million,  principal reductions of indebtedness of $194.1 million,
cash  restricted for letter of credit of $25.0 million  and  debt
issuance  costs  of  $10.6  million;  partially  offset  by  cash
provided from operations of $44.5 million, proceeds from the sale
of  property  and  equipment  of  $13.8  million,  proceeds  from
equipment  financings of $282.4 million, net  proceeds  from  the
maturity  and  purchase  of investments of  $13.5  million,   net
proceeds from the issuance of common stock of $106.0 million  and
net proceeds from the issuance of treasury stock of $0.4 million.
Our overall borrowing level increased to $1.4 billion at June 30,
2000 from $1.3 billion at December 31, 1999.

     In  June 1997, we entered into a purchase agreement with the
Boeing  Company (the "Boeing Purchase Agreement") to purchase  10
new  747-400 freighter aircraft to be powered by engines acquired
from  the  General  Electric  Company  ("GE"),  with  options  to
purchase up to 10 additional 747-400 aircraft.  In February 1999,
we   exercised  options  for  two  additional  747-400  freighter
aircraft which were delivered in the second quarter of 2000.   We
arranged  leveraged  lease financing for five  747-400  freighter
aircraft  and secured debt financing for seven 747-400  freighter
aircraft which were delivered in 1998, 1999 and 2000.  The Boeing
Purchase  Agreement requires us to pay pre-delivery  deposits  in
order to secure delivery of the 747-400 freighter aircraft and to
defray  a  portion of the manufacturing costs.  In addition,  the
Boeing Purchase Agreement provides for a deferral of a portion of
the  pre-delivery  deposits (Deferred Aircraft  Obligations)  for
which we accrue and pay interest quarterly at 6-month LIBOR, plus
2.0%.

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

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

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

     In  March  2000,  we  had  a letter  of  credit  issued  for
approximately $25.0 million, which is secured by restricted  cash
invested  in  liquid, highly rated securities.  These  funds  are
carried  at cost, which approximates market, in Other assets  and
were  released  and returned to unrestricted cash  subsequent  to
June 30, 2000.

     In  April  2000, we formed a wholly-owned subsidiary,  Atlas
Freighter  Leasing III, Inc. for the purpose of entering  into  a
$300   million  term  loan  facility  (the  "AFL  III  Term  Loan
Facility")  to  refinance all of the aircraft and  spare  engines
previously financed under the AFL Term Loan Facility and the  AFL
II  Term  Loan  Facility, plus one aircraft  previously  financed
under  the  Aircraft  Credit Facility  and  three  747-400  spare
engines  owned by us.  As a result of this refinancing,  we  will
experience lower interest rates and extended terms as compared to
the previous financings.  The AFL III Term Loan Facility consists
of  Term Loan A in the amount of $165 million and Term Loan B  in
the  amount of $135 million, for which interest is based  on  the
Eurodollar  rate,  plus 1.75% and plus 2.00%, respectively.   The
interest  rates on borrowings outstanding under the AFL III  Term
Loan  Facility were 8.32% and 8.69%, respectively,  at  June  30,
2000.  Quarterly scheduled principal payments of $5.0 million and
$1.7  million, respectively, commenced in July 2000 and  increase
over time to $9.9 million and $6.8 million, such that Term Loan A
is  to be fully paid in April 2005 and Term Loan B is to be fully
paid in April 2006, with a final payment of $40.5 million.

     In  April  2000, we amended our Aircraft Credit Facility  to
provide for a $175 million revolving credit facility with a three-
year revolving period and a subsequent two-year term loan period,
commencing at the time an aircraft has been financed by revolving
proceeds for three years.  With respect to the aircraft currently
financed under the Aircraft Credit Facility, the term loan period
will  be from March 31, 2003 to March 30, 2005 in the event  that
permanent  financing  has  not  been  obtained  for  such  flight
equipment  financed  under the facility.  At  the  time  of  each
borrowing,  we must select either a Base Rate Loan  (prime  rate,
plus  0.75%)  or  a Eurodollar Rate Loan (Eurodollar  rate,  plus
1.75%).   As of June 30, 2000, we had approximately $34.3 million
outstanding under the Aircraft Credit Facility.  We selected  the
Eurodollar  Rate  Loan  commencing in May  2000,  for  which  the
interest rate is 8.32% as of June 30, 2000.

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

     In  May  2000, we entered into a sale-leaseback  transaction
for one of our 747-400 freighter aircraft.  The net book value of
this  aircraft and the related debt were removed from the balance
sheet.

     In  May  2000  we completed the sale of one of our  business
jets,  previously used by executives of the Company for  business
travel throughout the world.  Proceeds from the sale were used to
retire the remaining debt on the aircraft.

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

     In June 2000 we completed an offering of 3,465,000 shares of
common stock for net proceeds of $104 million.  Approximately $86
million  of  the  proceeds were used for the  repayment  of  debt
during the second quarter.  The remaining proceeds of $18 million
are  expected  to be used for the retirement of debt  during  the
third quarter of 2000.

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

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

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

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

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

Recently Issued Accounting Standards

     In  June  1998,  the  Financial Accounting  Standards  Board
issued  Statement of Financial Accounting Standards ("SFAS")  No.
133   "Accounting   for   Derivative  Instruments   and   Hedging
Activities."   SFAS No. 133 establishes accounting and  reporting
standards  requiring that every derivative instrument  (including
certain  derivative instruments embedded in other  contracts)  be
recorded  on  the balance sheet as either an asset  or  liability
measured  at its fair value.  SFAS No. 133 requires that  changes
in  the  derivative's  fair  value  be  recognized  currently  in
earnings  unless  specific  hedge accounting  criteria  are  met.
Special  accounting for qualifying hedges allows  a  derivative's
gains and losses to offset related results on the hedged item  in
the  income statement, and requires that a company must  formally
document, designate, and assess the effectiveness of transactions
that  receive hedge accounting.  SFAS No. 133, as amended by SFAS
No.  137  and  SFAS No. 138, is effective for fiscal quarters  of
fiscal years beginning after June 15, 2000.  The Company has  not
yet  quantified the impact, if any, of adopting SFAS No.  133  on
its financial statements and has not determined the timing of  or
method  of  its adoption of SFAS No. 133.  However,  SFAS  No.133
could  increase  volatility in earnings and  other  comprehensive
income.

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

     In  March  2000,  the  FASB issued  Interpretation  No.  44,
"Accounting    for    Certain   Transactions   involving    Stock
Compensation."  This Interpretation clarifies (a) the  definition
of  employee for purposes of applying APB Opinion No. 25, (b) the
criteria   for  determining  whether  a  plan  qualifies   as   a
noncompensatory plan, (c) the accounting consequence  of  various
modifications to the terms of a previously fixed stock option  or
award,   and  (d)  the  accounting  for  an  exchange  of   stock
compensation   awards   in   a   business   combination.     This
interpretation is effective July 1, 2000, but certain conclusions
in  this  Interpretation cover specific events that  occur  after
either  December 15, 1998, or January 12, 2000.   To  the  extent
that  this  Interpretation  covers events  occurring  during  the
period  after December 15, 1998, or January 12, 2000, but  before
the  effective date of July 1, 2000, the effects of applying this
Interpretation are recognized on a prospective basis from July 1,
2000.   We  believe the adoption of this Interpretation will  not
have  a material impact on our financial position and results  of
operations.

Forward-looking Information

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

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

- worldwide business and economic conditions;

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

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

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

- normalized aircraft operating costs and reliability;

- management of growth and complying with FAA policies;

- the continued productivity of our workforce;

- dependence on key personnel; and

- other regulatory requirements.

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


                ATLAS AIR, INC. AND SUBSIDIARIES




                   PART II. OTHER INFORMATION


ITEM 1.        LEGAL PROCEEDINGS


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

In March 2000, we received an order from the Government of India
("India") seeking approximately $1.1 million in taxes (plus
interest of approximately $1.1 million and possible penalties)
for the tax year 1996 to 1997.  India has also requested
additional information for subsequent tax years.  We believe that
we are exempt from Indian taxes under a United States/India
treaty and intend to contest the assessment vigorously.


ITEM 6.        EXHIBITS AND REPORTS ON FORM 8-K


a.             Exhibits

                    Exhibit 27 - Financial Data Schedule

b.                  Reports filed on Form 8-K

                         Report on Form 8-K dated May 25, 2000,
                         regarding loan amendments relating to
                         the purchase of additional aircraft.


                           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:  August 10, 2000       By:   /s/ Stuart G. Weinroth
                                   Stuart G. Weinroth
                                   Vice President - Controller &
                                   Financial Planning
                                   Principal Accounting Officer