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, 1999

[    ]    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  October 25, 1999 the Registrant had 34,341,170 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, 1999 and December 31, 1998

          Consolidated Statements of Operations-
             Quarter and Nine Months Ended September 30, 1999
             and 1998

          Consolidated Statements of Cash Flows-
             Nine Months Ended September 30, 1999 and 1998

          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>
                                        September 30,    December 31,
                                            1999             1998
                                         (Unaudited)
                                ASSETS
Current assets:
<S>                                      <C>  <C>       <C>   <C>
   Cash and cash equivalents             $    345,677   $     449,627
   Short-term investments                     102,665          22,187
   Accounts receivable and other, net          70,315          86,234
        Total current assets                  518,657         558,048
Property and equipment:
   Flight equipment                         1,735,643       1,527,921
   Other                                       16,395          11,584
                                            1,752,038       1,539,505
   Less accumulated depreciation            (188,071)        (146,311)
         Net property and equipment         1,563,967       1,393,194
Other assets:
 Debt issuance costs,net of
  accumulated amortization  of
  $12,755 and $10,413                          28,476          32,224
   Deposits and other                           3,408           5,403
                                               31,884          37,627
             Total assets                  $2,114,508      $1,988,869


                 LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
   Current portion of long-term debt     $     76,390   $     155,452
   Accounts payable and accrued
    expenses                                  103,191         100,051
   Income tax payable                           5,955           8,034
        Total current liabilities             185,536         263,537
Long-term debt, net of current portion      1,321,772       1,166,460
Other liabilities                             227,216         235,308
Deferred income tax payable                    48,751          39,674
Commitments and contingencies
Stockholders' equity:
  Preferred Stock, $1 par value;
    10,000,000 shares authorized;
    no shares issued                               --              --
  Common Stock, $0.01 par value;
   50,000,000 shares authorized;
   34,460,946 and 33,819,882 shares
   issued, respectively                           345             338
  Additional paid-in capital                  195,605         178,131
  Retained earnings                           138,588         108,892
  Deferred Compensation -
   Restricted Stock                             (496)              --
   Treasury Stock, at cost;
    132,409 and 164,403 shares,
    respectively                              (2,809)          (3,471)
       Total stockholders' equity             331,233         283,890
            Total liabilities and
             stockholders' equity          $2,114,508      $1,988,869


  The accompanying notes are an integral part of these consolidated
                        financial statements.
</TABLE>
<TABLE>

                ATLAS AIR, INC. AND SUBSIDIARIES

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

                                Quarter Ended     Nine Months Ended
                                September 30,       September 30,
                                1999      1998      1999      1998
Revenues:
<S>                           <C>       <C>       <C>       <C>
  Contract services           $154,807  $ 98,027  $425,210  $261,205
  Charters, scheduled
   services and other            7,089    11,162    13,093    15,568
    Total operating revenues   161,896   109,189   438,303   276,773
Operating expenses:
  Flight crew salaries and
   benefits                     11,959     9,661    33,633    24,110
  Other flight-related
   expenses                     15,071     9,116    36,691    21,093
  Maintenance                   30,525    23,869    90,867    65,385
  Aircraft and engine
   rentals                      11,925     3,977    34,442     6,163
  Fuel and ground handling       7,132     2,570    14,584     6,317
  Depreciation and
   amortization                 20,593    15,600    56,584    40,837
  Other                         16,522     8,680    45,519    24,091
    Total operating expenses   113,727    73,473   312,320   187,996
Operating income                48,169    35,716   125,983    88,777
Other income (expense):
  Interest income                4,926     3,229    13,621     7,821
  Interest expense            (30,546)  (18,707)  (79,430)  (51,892)
                              (25,620)  (15,478)  (65,809)  (44,071)
Income before income taxes      22,549    20,238    60,174    44,706
Provision for income taxes     (8,456)   (7,493)  (22,565)  (16,546)
Income before extraordinary
item and cumulative effect
of a change in accounting
principle                       14,093    12,745    37,609    28,160

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:
  Write-off of start-up
  costs, net of applicable
  tax benefit of $850               --        --   (1,416)        --
Net income                    $ 14,093  $ 12,745  $ 29,600  $ 28,160

Basic earnings per share:
Income before extraordinary
item and cumulative effect
of a change in accounting
principle                     $   0.41  $   0.38  $   1.10  $   0.84
  Extraordinary item                --        --    (0.19)        --
  Cumulative effect of a
  change in accounting
  principle                         --        --    (0.04)        --
     Net income               $   0.41  $   0.38  $   0.87  $   0.84
Weighted average common
shares                        34,322    33,647    34,212    33,690

Diluted earnings per share:
Income before extraordinary
item and cumulative effect
of a change in accounting
principle                     $   0.41  $   0.38  $   1.09  $   0.83
  Extraordinary item                --        --    (0.19)        --
  Cumulative effect of a
  change in accounting
  principle                         --        --    (0.04)        --
     Net income               $   0.41  $   0.38  $   0.86  $   0.83
Weighted average common
shares                        34,613    33,801    34,503    33,844

 The accompanying notes are an integral part of these consolidated
                       financial statements.
</TABLE>
<TABLE>
                ATLAS AIR, INC. AND SUBSIDIARIES

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

                                         Nine Months Ended
                                           September 30,
                                        1999          1998
Operating activities:
<S>                                  <C> <C>       <C> <C>
Net income                           $   29,600    $   28,160
Adjustments to reconcile net income
to net cash provided by operating
activities:
  Depreciation and amortization           56,584        40,984
  Amortization of debt issuance
   costs, lease financing costs
   and other                               1,489         3,739
  Non-cash portion of                                       --
   extraordinary loss                      2,491
  Write-off of start-up costs              2,266            --
  Change in deferred income tax                          7,917
payable                                    9,077
  Changes in operating assets and
liabilities:
    Accounts receivable and other         15,919       (9,406)
    Deposits and other                     1,995           610
    Accounts payable and accrued
     expenses                              3,140       (5,245)
    Income tax payable                   (2,079)         8,270

       Net cash provided by
        operating activities             120,482        75,029

Investment activities:
Purchase of property and equipment     (344,196)     (260,627)
Purchase of short-term investments      (95,478)     (206,029)
Maturity of short-term investments        15,000       217,664
       Net cash used in investing
        activities                     (424,674)     (248,992)

Financing activities:
Issuance of Common Stock                  17,481         1,195
Purchase of Treasury Stock                 (775)       (3,894)
Issuance of Treasury Stock                   725           597
Net proceeds from debt issuance and
 lease financing                         436,713       361,091
Principal payments on notes payable    (252,828)      (66,871)
Debt issuance costs and deferred
 lease costs                             (1,074)       (6,138)
       Net cash provided by
        financing activities             200,242       285,980

Net (decrease) increase in cash        (103,950)       112,017
Cash and cash equivalents at
 beginning of period                     449,627        41,334
Cash and cash equivalents at end of
 period                               $  345,677    $  153,351


     The accompanying notes are an integral part of these
              consolidated financial statements.
</TABLE>

                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
September  30, 1999 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,  1998
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  March 1998, the Accounting Standards Executive Committee
("AcSEC")   of   the  American  Institute  of  Certified   Public
Accountants  ("AICPA") issued Statement of Position ("SOP")  98-1
"Accounting  for  the  Costs of Computer  Software  Developed  or
Obtained  for Internal Use."  SOP 98-1 is effective for financial
statements  for fiscal years beginning after December  15,  1998.
This  statement was adopted in the first quarter of 1999 and  did
not  have  a material impact on the financial statements  of  the
Company.

     In  April 1998, the AcSEC issued SOP 98-5 "Reporting on  the
Costs of Start-up Activities."  SOP 98-5 provides guidance on the
financial reporting of start-up costs and organization costs  and
requires  such  costs to be expensed as incurred.  In  accordance
with  SOP  98-5,  initial application should be reported  as  the
cumulative effect of a change in accounting principle.  SOP  98-5
is  effective for financial statements for fiscal years beginning
after  December  15,  1998.  During 1998,  the  Company  deferred
certain start-up costs related to the introduction of new  Boeing
747-400  freighter aircraft into its fleet.  This  statement  was
adopted in the first quarter of 1999 and the net-of-tax effect of
its  application  was  a  one-time charge of  approximately  $1.4
million.    In  1999,  the  Company  continues  to  incur   costs
associated with the introduction of additional new Boeing 747-400
freighter  aircraft into its fleet and expenses  these  costs  as
incurred.

     In  June  1998,  the  Financial Accounting  Standards  Board
issued  Statement of Financial Accounting Standards ("SFAS")  No.
133   "Accounting   for   Derivative  Instruments   and   Hedging
Activities."   SFAS No. 133 establishes accounting and  reporting
standards  requiring that every derivative instrument  (including
certain  derivative instruments embedded in other  contracts)  be
recorded  on  the balance sheet as either an asset  or  liability
measured  at its fair value.  SFAS No. 133 requires that  changes
in  the  derivative's  fair  value  be  recognized  currently  in
earnings  unless  specific  hedge accounting  criteria  are  met.
Special  accounting for qualifying hedges allows  a  derivative's
gains and losses to offset related results on the hedged item  in
the  income statement, and requires that a company must  formally
document, designate, and assess the effectiveness of transactions
that  receive hedge accounting.  SFAS No. 133, as amended by SFAS
No. 137, is effective for years beginning after June 15, 2000 and
may  be  implemented  as of the beginning of any  fiscal  quarter
after  June  15,  1998.  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.

4.   Short-Term Investments

      The Company invests excess cash in part in various held-to-
maturity securities, as defined in SFAS No. 115, "Accounting  for
Certain  Investments  in  Debt  and  Equity  Securities,"   which
requires investments in debt securities to be classified as held-
to-maturity and measured at amortized cost only if the  reporting
enterprise  has  the positive intent and ability  to  hold  those
securities  to  maturity.  The following  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, 1999 (in thousands):

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

Included in cash
 and cash
 equivalents:
<S>                 <C>  <C>     <C>      <S><C>       <C>       <C>
  Commercial Paper  $    88,199  $        -- $         9  $      113
  Corporate Bonds        34,700           --          --          --
  Corporate Notes        82,500
  Market Auction
   Preferreds            35,400           --          --          --
     Totals          $  240,799  $        -- $         9  $      113


Included in  short-
term investments:
  U.S. Government
   Agencies         $    14,898  $        -- $       102  $       --
  Market Auction
   Preferreds            17,000                       --          --
  Zero Coupon
   Bonds                  1,586                        9           8
  Corporate Bonds        28,106                      103         (23)
  Corporate Notes        23,471                       97          (8)
  Euro Bonds             14,859                       84          (5)
  Taxable Auction
   Securities               800           --          --          --
     Totals         $   100,720  $        -- $       395  $      (28)
</TABLE>

In  addition, accrued interest on cash equivalents and short-term
investments at September 30, 1999 was approximately $2.1 million.
Interest  earned on these investments and related maturities  are
reinvested in similar securities.

5.   Commitments and Contingencies

     In  June  1997, the Company entered into the Boeing Purchase
Agreement  to  purchase 10 new 747-400 freighter aircraft  to  be
powered by engines acquired from GE, with options to purchase  up
to 10 additional 747-400 aircraft. The Company arranged leveraged
lease  financing  for four 747-400 freighter  aircraft  and  debt
financing  for one 747-400 freighter aircraft that were delivered
in  1998.  In April 1999, the Company arranged Enhanced Equipment
Trust   Certificates  debt  financing  ("1999  EETCs")  for   the
remaining  five aircraft, four of which were delivered  in  1999,
and one which is to be delivered in 2000.  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 the  Company  draws  upon  the
proceeds  to  take  delivery and ownership of  an  aircraft.   In
February  1999, the Company exercised options for two  additional
747-400  freighter  aircraft, which are currently  scheduled  for
delivery in 2000.  The Company has not yet arranged financing for
those two aircraft.  The Boeing Purchase Agreement requires  that
the  Company  pay pre-delivery deposits to Boeing  prior  to  the
delivery  date  of each 747-400 freighter aircraft  in  order  to
secure delivery of the 747-400 freighter aircraft and to defray a
portion  of  the  manufacturing  costs.   Based  on  the  current
expected firm aircraft delivery schedule, the Company expects the
maximum  total  amount  of  pre-delivery  deposits  at  any  time
outstanding will be approximately $55.5 million for the remaining
three firm aircraft, which was paid as of September 30, 1999  and
included in flight equipment.  Upon each delivery, Boeing refunds
to  the  Company  the pre-delivery deposits associated  with  the
delivered  747-400 freighter aircraft.  In addition,  the  Boeing
Purchase  Agreement provides for a deferral of a portion  of  the
pre-delivery deposits (deferred aircraft obligations)  for  which
the Company accrues and pays interest quarterly at 6-month LIBOR,
plus 2.0%.  As of September 30, 1999, there was $112.7 million of
deferred aircraft obligations included in other liabilities,  and
the combined interest rate was approximately 7.25%.

     In  November 1998, the Company entered into a contract  with
Boeing  to re-engine the only two Pratt & Whitney ("P&W") powered
aircraft in its fleet from P&W engines to GE engines, in order to
improve  the  performance  of the aircraft  and  to  improve  the
standardization  of  its  fleet.  The  Company  acquired  the  GE
engines  and  other parts required for such re-engineing  from  a
third   party.   These  re-engineing  efforts  had  no   material
financial  impact  due  to the sale of the removed  P&W  engines,
coupled  with the value derived from the unused parts  associated
with  the  acquisition.  The first re-engined  aircraft  was  re-
delivered  to the Company in June 1999 and the second  re-engined
aircraft  was re-delivered to the Company in August 1999.   On  a
prospective basis, and as a result of these re-engineing efforts,
the  Company expects to incur lower maintenance costs related  to
these  two  aircraft compared to the costs it has experienced  to
date.

     In January 1999, the Company purchased a Boeing Business Jet
("BBJ") from Boeing for approximately $32 million and immediately
delivered  the  BBJ  to  a third party for  installation  of  the
interior business configuration.  Shortly thereafter, the Company
entered  into  a sale-leaseback transaction with  GE  Capital  to
finance  the  BBJ.  This aircraft will be used to  transport  the
Company's executives on business trips throughout the world.  The
Company's Chairman, President and CEO has agreed to share in  the
acquisition costs and capital improvement costs of the  BBJ  (see
Note 7).

     In September 1999, the Company entered into a sale-leaseback
transaction for one of its 747-400 aircraft.  The net book  value
of  this  aircraft  and the related debt were  removed  from  the
balance sheet.

     Under the FAA's 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.  Two of the Company's Boeing 747-200
aircraft  will  have  to  be brought into  compliance  with  such
Directives  by  March  2000  at  an  estimated  total   cost   of
approximately  $1.0 million.  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.  Thirteen
aircraft  of the 747-200 fleet have already undergone  the  major
portion   of  such  modifications.   The  remaining  ten  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.  On December 3, 1998, the FAA issued a Directive
ordering  Boeing 747 operators to change fuel pump procedures  to
prevent dry tank operation that could result in ignition  of  the
center fuel or horizontal stabilizer tanks.  Compliance with this
Directive may adversely impact the Company's customers' operating
costs  and  schedules.  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.

     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 (the "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 seeking a  declaratory  judgment
confirming,  inter  alia,  the  enforceability  of   the   Plan's
exclusion.   On May 10, 1999, ALPA filed a counterclaim  in  that
action, alleging that the exclusion of its members from the  Plan
violates the Railway Labor Act, and seeking restoration of profit
sharing  pay.   The Company believes ALPA's claim to  be  without
merit  and  intends to vigorously defend against the counterclaim
(see Note 7).

     In March 1997, Air Support International, Inc. ("ASI") filed
a  complaint  against the Company in the United  States  District
Court  for  the Eastern District of New York alleging actual  and
punitive damages of approximately $13.5 million arising from  the
Company's refusal to pay commissions which ASI claims it is  owed
for  allegedly  arranging certain ACMI Contracts.   On  June  15,
1999,  the  Court  granted  the  Company's  request  for  summary
judgment  to  dismiss  the  most  substantial  of  ASI's  claims.
Additionally,  the  Court granted a motion  by  ASI  for  summary
judgment  on one claim of approximately $500,000, plus  interest,
for  which  the Company had previously reserved.  As a result  of
the  Court's  recent  findings, ASI's alleged  claims  have  been
reduced  to approximately $1.3 million.  ASI's claim for punitive
damages  was  dismissed  in  earlier  proceedings.   The  Company
intends to vigorously defend against the remaining ASI claims.

6.   Stockholders' Equity

     In January 1999, the Company announced a 3-for-2 stock split
in  the form of a stock dividend to stockholders of record at the
close  of  business  on January 25, 1999.  The  new  shares  were
delivered  on February 8, 1999.  The share data and earnings  per
share  data  for  all  periods presented  in  these  consolidated
financial  statements  have been restated to  reflect  the  stock
split.

7.   Subsequent Events

     In  October 1999, the BBJ was delivered to the Company  upon
completion  of  the interior business configuration  by  a  third
party for which the costs were financed by GE Capital.

     In  October 1999, the United States District Court  for  the
District of Columbia entered a summary judgment in favor  of  the
Company  with respect to the counterclaim filed by  ALPA  in  May
1999.    The  Court  ruled  that  the  Company  did  not  violate
applicable law when it eliminated crew members' participation  in
the  Plan  following ALPA's certification as  the  crew  members'
collective  bargaining agent.  Further, the Court  dismissed  all
other  claims in the case.  ALPA has filed a notice of appeal  to
the United States Circuit Court of Appeals.

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

Results of Operations

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

       The  aircraft  acquisitions  and  lease  arrangements  are
described  in  Note  6  of  our December  31,  1998  Consolidated
Financial Statements.  The timing of when an aircraft enters  our
fleet  can  affect  not  only annual performance,  but  can  make
quarterly  results vary, thereby affecting the  comparability  of
operations  from period to period.  In addition,  the  number  of
aircraft  utilized from period to period as spare or  maintenance
back-up aircraft may also cause quarterly results to vary.

      The table below sets forth selected financial and operating
data  for  the first, second and third quarters of 1999 and  1998
(dollars in thousands).

<TABLE>
                                            1999
                            Cumu-        3rd          2nd         1st
                           lative      Quarter      Quarter     Quarter
Total operating
<S>                        <C>          <C>          <C>         <C>
revenues                   $438,303     $161,896     $138,568    $137,839
Operating expenses          312,320      113,727       97,461     101,132
Operating income            125,983       48,169       41,107      36,707
Other income (expense)      (65,809)    (25,620)     (19,875)    (20,314)
Net income (1)               29,600       14,093       13,270       2,237
Block hours                  75,442       27,650       23,861      23,931
Average aircraft
operated                       28.5         30.0         28.4        27.0
Operating margin              28.7%        29.8%        29.7%       26.6%

                                            1998
                            Cumu-        3rd          2nd         1st
                           lative      Quarter      Quarter     Quarter
Total operating
revenues                   $276,773     $109,189      $87,950     $79,634
Operating expenses          187,996       73,473       56,432      58,091
Operating income             88,777       35,716       31,518      21,543
Other income (expense)      (44,071)    (15,478)     (15,479)    (13,114)
Net income                   28,160       12,745       10,105       5,310
Block hours                  51,142       18,926       16,828      15,388
Average aircraft
operated                       18.2         19.9         17.7        17.0
Operating margin              32.1%        32.7%        35.8%       27.1%
</TABLE>

 (1)  Net income is after extraordinary item and cumulative
effect of a change in accounting principle for the 1999
Cumulative and 1st Quarter 1999 columns.

Operating Revenues and Results of Operations

     Total operating revenues for the quarter ended September 30,
1999 increased to $161.9 million from $109.2 million for the same
period  in  1998,  or  approximately  48%.   This  reflected  the
increase  in  the average number of aircraft in our fleet  during
the  third  quarter of 1999, to 30.0 aircraft  compared  to  19.9
during  the  same period in 1998, or an increase of approximately
51%.  Total block hours for the third quarter of 1999 were 27,650
compared  to  18,926 for the same period in 1998, an increase  of
approximately  46%, principally reflecting the  increase  in  the
average number of aircraft in our fleet, somewhat offset  by  the
impact  of one aircraft out of service which was being re-engined
for  a significant portion of the third quarter of 1999.  Revenue
per  block hour increased by approximately 1% to $5,855  for  the
third quarter of 1999 compared to $5,769 for the third quarter of
1998.   The  revenue  per  block hour rates  for  both  of  these
quarters  reflect the increase in the number of 747-400 freighter
aircraft  in our fleet and the increase in the volume of  charter
operations beginning in the third quarter of 1998, for which  the
rate  per  block  hour  is higher in order to  offset  additional
operating  costs  borne  by us under such arrangements.   Charter
operations  are  performed on an ad hoc basis and  are  dependent
upon  surplus  availability of our aircraft and customer  demand.
In addition, the third quarter of 1998 reflected delayed delivery
credits provided to us with respect to the late delivery to us by
Boeing  of  the  first  and  second 747-400  freighter  aircraft,
pursuant to the Boeing Purchase Agreement.  The revenue per block
hour  for  the  747-400 aircraft in both of  these  quarters  was
higher  than that for the 747-200 aircraft, reflecting the higher
pricing structure of the 747-400 customer contracts.

      Our operating results improved by approximately 35% from  a
$35.7  million operating profit for the third quarter of 1998  to
an  operating  profit of $48.2 million for the third  quarter  of
1999.   Results  of  operations were favorably  impacted  by  the
substantial increase in the size of our fleet and the newer  747-
400 freighter aircraft, offset by the higher percentage of leased
aircraft  compared  to owned aircraft in our  fleet  period  over
period  and the effects of Hurricane Floyd, Typhoon York and  the
earthquake  in  Taiwan at the end of the third quarter  of  1999.
Net  income  of  $12.7  million for the  third  quarter  of  1998
increased  by approximately 11% to a net income of $14.1  million
for the third quarter of 1999.

     Total operating revenues for the nine months ended September
30,  1999 increased to $438.3 million from $276.8 million for the
same  period  in 1998, or approximately 58%.  This reflected  the
increase  in  the average number of aircraft in our fleet  during
the  first nine months of 1999, to 28.5 aircraft compared to 18.2
during the same period in 1998, an increase of approximately 57%.
Total  block hours for the first nine months of 1999 were  75,442
compared  to  51,142 for the same period in 1998, an increase  of
approximately  48%, principally reflecting the  increase  in  the
average number of aircraft in our fleet, offset by the impact  of
two  aircraft  out of service which were being re-engined  for  a
significant portion of the second and third quarters of 1999  and
the  effects of Hurricane Floyd, Typhoon York and the  earthquake
in  Taiwan at the end of the third quarter of 1999.  Revenue  per
block  hour increased by approximately 7% to $5,810 for the first
nine  months  of 1999 compared to $5,412 for the same  period  in
1998.   This was substantially due to the increase in the  number
of  747-400  freighter aircraft in our fleet and the increase  in
the volume of charter operations period over period, as discussed
above.

      Our operating results improved by approximately 42% from  a
$88.8 million operating profit for the first nine months of  1998
to  an  operating  profit of $126.0 million for  the  first  nine
months of 1999.  Results of operations were favorably impacted by
the   increase  in  747-400  freighter  aircraft  in  our  fleet,
partially  offset by the increase in leased aircraft compared  to
owned  aircraft.  Net income of $28.2 million for the first  nine
months  of 1998 increased by 5% to a net income of $29.6  million
for the first nine months of 1999.  In the first quarter of 1999,
we  recorded  an extraordinary charge from the extinguishment  of
the $100 million of 12 1/4% Equipment 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 nine months of 1999 was  $37.6
million,  or  an  increase of approximately 34% compared  to  the
first nine months of 1998.

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 $12.0 million in the third quarter of 1999  compared
to $9.7 million in the same period of 1998, or approximately 24%,
principally  reflecting the increase in the  size  of  our  fleet
quarter  over  quarter, partially offset by  the  termination  of
profit  sharing costs for our flight crew.  In the second quarter
of  1999,  the flight crew voted to be represented  by  ALPA  (as
defined), which resulted in the exclusion of the flight crew from
eligibility of participation in our profit sharing  plan.   On  a
block hour basis, flight crew salaries and benefits decreased  by
approximately 15% to $433 per hour for the third quarter of  1999
from  $510  per hour for the same period in 1998.  For the  first
nine months of 1999, this expense increased by approximately 40%,
from  $24.1  million  to  $33.6 million,  primarily  due  to  the
increase  in the size of our fleet period over period,  partially
offset  by the cessation of profit sharing costs discussed above.
On  a  block hour basis, this expense decreased to $446 per  hour
from  $471 per hour for the same period in 1998, or approximately
5%.

      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 $15.1 million in
the  third quarter of 1999 compared to $9.1 million for the  same
period  of  1998, and to $36.7 million in the nine  months  ended
September  30, 1999 compared to $21.1 million in the nine  months
ended   September  30,  1998,  or  approximately  65%  and   74%,
respectively.   On  a  block  hour  basis,  other  flight-related
expenses increased by approximately 13% to $545 per hour for  the
third  quarter  of 1999 compared to $482 per hour  for  the  same
period in 1998, and by approximately 18% to $486 per hour for the
nine  months ended September 30, 1999 compared to $412  per  hour
for  the same period in 1998.  These increases were primarily due
to  the impact of added training and travel costs associated with
the  introduction of the five new 747-400 freighter aircraft into
our fleet in the second half of 1998, the four additional new 747-
400  freighter aircraft delivered in 1999 and preparation for the
remaining  three aircraft to be delivered in 2000.  Additionally,
the  weather  disruptions discussed above caused an  increase  in
expenses for the third quarter of 1999 compared to the prior year
quarter.

      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  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.  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 10-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 $30.5 million in the third
quarter  of 1999 from $23.9 million in the same period  of  1998,
and to $90.9 million for the nine months ended September 30, 1999
from  $65.4 million for the nine months ended September 30, 1998,
or  approximately 28% and 39%, respectively, primarily due to the
increased  size of our fleet.  On a block hour basis, maintenance
expense  decreased by approximately 12% quarter over quarter  and
decreased by approximately 6% for the first nine months  of  1999
compared to the year-earlier period.

      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 $11.9 million in the third
quarter  of 1999 compared to $4.0 million in the same  period  of
1998,  and  were $34.4 million in the first nine months  of  1999
compared to $6.2 million in the first nine months of 1998, or  an
increase  of  approximately  200% and  459%,  respectively.   The
quarter  and  nine-month increases were  due  to  the  additional
leased 747-400 freighter aircraft beginning in the second half of
1998 and continuing through the third quarter of 1999.

      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
178%  to  $7.1  million for the third quarter of 1999  from  $2.6
million  for  the  third  quarter  of  1998,  and  increased   by
approximately 131% to $14.6 million for the first nine months  of
1999  from  $6.3 million for the first nine months of 1998.   The
quarter over quarter and nine-month year over year increases were
primarily  due to increased charter activity.  Additionally,  the
weather  disruptions  discussed  above  caused  an  increase   in
expenses for the third quarter of 1999 compared to the prior year
quarter.

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

      Depreciation  and amortization expense increased  to  $20.6
million  in the third quarter of 1999 from $15.6 million  in  the
same  period  of  1998, and to $56.6 million in  the  first  nine
months of 1999 from $40.8 million in the year-earlier period,  or
approximately 32% and 39%, respectively.  These increases reflect
the  increase in owned aircraft, engines and spare parts for  the
third  quarter  and the first nine months of 1999 over  the  same
periods in 1998.

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

      Other operating expenses increased to $16.5 million in  the
third  quarter  of 1999 from $8.7 million in the same  period  of
1998, and to $45.5 million for the first nine months of 1999 from
$24.1  million for the same period of 1998, or approximately  90%
and  89%,  respectively.  On a block hour basis,  these  expenses
increased to $598 per hour in the third quarter of 1999 from $459
per hour in the same period of 1998, and to $603 per hour for the
first  nine months of 1999 from $471 per hour in the same  period
of  1998,  or  approximately 30% and  28%,  respectively.   These
increases  in cost from the prior year periods were due primarily
to  addition of ground personnel and other costs associated  with
the expansion of our fleet and operations.

Other Income (Expense)

      Other  income  (expense) consists of  interest  income  and
interest  expense.  Interest income increased to $4.9 million  in
the third quarter of 1999 from $3.2 million in the same period of
1998, and to $13.6 million for the first nine months of 1999 from
$7.8 million for the first nine months of 1998, primarily due  to
increases in the amount of funds available for investing as  well
as  an  overall  increase in the rates of return on  investments.
Interest expense increased to $30.5 million in the third  quarter
of  1999  from $18.7 million in the same period of 1998,  and  to
$79.4 million in the first nine months of 1999 from $51.9 million
in  the  year-earlier  period,  or  approximately  63%  and  53%,
respectively.   These  increases  reflect  the  financing   costs
associated with the purchase of five additional aircraft  in  the
second half of 1998; the purchase of three additional aircraft in
1999;  and  the issuance $175 million of 9 1/4% Senior  Notes  in
April  1998  and $150 million of 9 3/8% Senior Notes in  November
1998,  of which a portion was used to extinguish the $100 million
of 12 1/4% Equipment Notes in January 1999.

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 37.5% during the third quarter  and  first
nine  months of 1999 and 37.0% during the third quarter and first
nine months of 1998.  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 September 30, 1999, we had cash and cash equivalents  of
approximately   $345.7   million,   short-term   investments   of
approximately $102.7 million and working capital of approximately
$333.1  million.  During the first nine months of 1999, cash  and
cash   equivalents   decreased  approximately   $104.0   million,
primarily  reflecting the purchase of flight and other  equipment
of  $344.2 million, purchase of short-term investments  of  $80.5
million (net of maturities), principal reductions of indebtedness
of $252.8 million, including the early redemption of $100 million
of  12  1/4% Equipment Notes in January 1999, debt issuance costs
of  $1.1 million and purchases of treasury stock (net of proceeds
from  issuance)  of  $0.1  million.  Partially  offsetting  these
decreases  was  cash provided from operations of $120.5  million,
proceeds  from  equipment financings of $436.7  million  and  net
proceeds  from  the  issuance  of common  stock  related  to  the
exercise  of  stock  options  of  $17.5  million.   Our   overall
borrowing level increased to $1.4 billion at September  30,  1999
from $1.3 billion at December 31, 1998.

     In  June 1997, we entered into the Boeing Purchase Agreement
to  purchase 10 new 747-400 freighter aircraft to be  powered  by
engines  acquired  from GE, with options to  purchase  up  to  10
additional   747-400  aircraft.  We  arranged   leveraged   lease
financing  for four 747-400 freighter aircraft and debt financing
for  one 747-400 freighter aircraft that were delivered in  1998.
In  April 1999, we arranged EETC debt financing for the remaining
five  aircraft,  four of which were delivered in  1999,  and  one
which  is to be delivered in 2000.  See discussions of 1999 EETCs
below.  In February 1999, we exercised options for two additional
747-400  freighter  aircraft, which are currently  scheduled  for
delivery  in 2000.  We have not yet arranged financing for  those
two aircraft.  The Boeing Purchase Agreement requires that we pay
pre-delivery  deposits to Boeing prior to the  delivery  date  of
each  747-400 freighter aircraft in order to secure  delivery  of
the  747-400  freighter aircraft and to defray a portion  of  the
manufacturing costs.  Based on the current expected firm aircraft
delivery  schedule, we expect the maximum total  amount  of  pre-
delivery  deposits at any time outstanding will be  approximately
$55.5  million for the remaining three firm aircraft,  which  was
paid  as  of  September  30,  1999 and  was  included  in  flight
equipment.   Upon  each  delivery, Boeing  refunds  us  the  pre-
delivery deposits associated with the delivered 747-400 freighter
aircraft.   In  addition, the Boeing Purchase Agreement  provides
for  a  deferral  of  a  portion  of  the  pre-delivery  deposits
(deferred  aircraft  obligations) for which  we  accrue  and  pay
interest  quarterly at 6-month LIBOR, plus 2.0%.  As of September
30,   1999,  there  was  $112.7  million  of  deferred   aircraft
obligations  included  in  other liabilities,  and  the  combined
interest rate was approximately 7.25%.

     In  November 1998, we entered into a contract with Boeing to
re-engine  the only two Pratt & Whitney ("P&W") powered  aircraft
in  our fleet from P&W engines to GE engines, in order to improve
the   performance   of   the  aircraft   and   to   improve   the
standardization  of our fleet.  We acquired the  GE  engines  and
other  parts  required for such re-engineing from a third  party.
These  re-engineing efforts had no material financial impact  due
to  the  sale of the removed P&W engines, coupled with the  value
derived  from  the unused parts associated with the  acquisition.
The first re-engined aircraft was re-delivered to us in June 1999
and  the  second re-engined aircraft was re-delivered  to  us  in
August 1999.  On a prospective basis, and as a result of these re-
engineing  efforts,  we expect to incur lower  maintenance  costs
related  to  these  two aircraft compared to the  costs  we  have
experienced to date.

     In  January 1999, we announced a 3-for-2 stock split in  the
form  of a stock dividend to stockholders of record at the  close
of  business on January 25, 1999.  The new shares were  delivered
on  February 8, 1999.  The share data and earnings per share data
for   all  periods  presented  in  these  consolidated  financial
statements have been restated to reflect the stock split.

     In  January 1999, we purchased a Boeing Business Jet ("BBJ")
from   Boeing  for  approximately  $32  million  and  immediately
delivered  the  BBJ  to  a third party for  installation  of  the
interior business configuration.  Shortly thereafter, we  entered
into a sale-leaseback transaction with GE Capital to finance  the
BBJ.   This aircraft will be used to transport our executives  on
business trips throughout the world.  Our Chairman, President and
CEO  has  agreed  to share in the acquisition costs  and  capital
improvement  costs  of the BBJ.  In October  1999,  the  BBJ  was
delivered  to  us  upon  completion  of  the  interior   business
configuration by a third party for which the costs were  financed
by GE Capital.

     In  January 1999, we used a portion of the proceeds from the
previous  issuance  of  $150 million of 9 3/8%  Senior  Notes  to
redeem  at  108%  all $100 million outstanding  of  our  12  1/4%
Equipment  Notes  due  2002.   We recorded  an  approximate  $6.6
million one-time extraordinary charge from the extinguishment  of
debt,  which is net of an applicable tax benefit of approximately
$3.9  million, in the first quarter of 1999 associated with  this
redemption.  The extinguishment of this debt eliminated liens  on
three  747-200 freighter aircraft, one of which was  subsequently
transferred  to  Atlas  Freighter Leasing, Inc.,  a  wholly-owned
subsidiary.

     In February 1999, we filed a $650 million shelf registration
statement  (the  "$650  million  Shelf  Registration")  with  the
Securities and Exchange Commission, which was declared  effective
shortly thereafter.  The $650 million Shelf Registration provided
for  debt or equity financing, or a combination of both, the  net
proceeds   from  which  were  available  for  general   corporate
purposes,   including   but   not  limited   to,   repayment   of
indebtedness,  capital expenditures, repurchase of  common  stock
and acquisitions.

     In  April  1999, we completed an offering of $543.6  million
Enhanced  Equipment  Trust  Certificates  ("1999  EETCs"),  which
represented  a  substantial portion of  the  $650  million  Shelf
Registration.  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 connection
with  these secured debt financings, we executed equipment  notes
in  the  aggregate  amount  of $325.1 million,  with  a  weighted
average  interest rate of 7.6%.  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 scheduled  for
delivery  from Boeing in 1999.  The remaining proceeds  from  the
1999  EETCs  will be used to finance (either through a  leveraged
lease  or  secured  debt  financing)  the  debt  portion  of  the
acquisition cost of the next firm new 747-400 freighter  aircraft
from  Boeing  scheduled  to  be delivered  to  us  in  2000.   In
connection   therewith,   we  intend  to   seek   certain   owner
participants who will commit lease equity financing to be used in
a leveraged lease of that aircraft.

     In   April   1999,  we  filed  a  new  $250  million   shelf
registration  statement (the "$250 million  Shelf  Registration")
with the Securities and Exchange Commission as a replacement  for
the  $106.4  million of funds remaining under  the  $650  million
Shelf  Registration. The $250 million Shelf Registration provides
for  debt or equity financing, or a combination of both, the  net
proceeds  from  which  will be available  for  general  corporate
purposes,   including   but   not  limited   to,   repayment   of
indebtedness,  capital expenditures, repurchase of  common  stock
and  acquisitions.   The  $250  million  Shelf  Registration  was
declared effective May 10, 1999.

     In September 1999, the Company entered into a sale-leaseback
transaction for one of its 747-400 aircraft.  The net book  value
of  this  aircraft  and the related debt were  removed  from  the
balance sheet.

      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 FAA's 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.  Two of the Company's Boeing 747-200
aircraft  will  have  to  be brought into  compliance  with  such
Directives  by  March  2000  at  an  estimated  total   cost   of
approximately  $1.0 million.  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.  Thirteen
aircraft  of the 747-200 fleet have already undergone  the  major
portion   of  such  modifications.   The  remaining  ten  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.  On December 3, 1998, the FAA issued a Directive
ordering  Boeing 747 operators to change fuel pump procedures  to
prevent dry tank operation that could result in ignition  of  the
center fuel or horizontal stabilizer tanks.  Compliance with this
Directive may adversely impact the Company's customers' operating
costs  and  schedules.  It is possible that additional Directives
applicable  to the types of aircraft or engines included  in  its
fleet  could be issued in the future, the cost of which could  be
substantial.

      From  time  to  time  we engage in discussions  with  third
parties regarding the 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
1999 and beyond.

      We  believe  that cash on hand and the cash flow  generated
from  our  operations,  combined with the proceeds  of  the  $175
million  of  9  1/4% Senior Notes, the remaining portion  of  the
$543.6  million  of  1999 EETCs and the $150 million  of  9  3/8%
Senior  Notes,  will  be sufficient to meet  our  normal  ongoing
liquidity needs for the next twelve months.

Year 2000

     We  have  performed  a  review of our  internal  information
systems  for  Year  2000 ("Y2K") automation  problems  through  a
company-wide effort, assisted by Y2K experienced consultants,  to
address  internal  Y2K system issues and, jointly  with  industry
trade  groups, issues related to key business partners which  are
common  to other air carriers.  As a result, we do not anticipate
that  Y2K  compliance will have a material financial impact.   We
have  completed an inventory of our computer network  environment
and  an  assessment of the effort involved to bring our  internal
computer system environment to full Y2K compliance.  Due  to  our
relatively  modern  systems, advanced client server,  development
and  data  base architecture, and our partial reliance on  vendor
representations  regarding  Y2K  compliant  third-party  systems,
related  remediation  efforts are  believed  to  be  minimal  and
achievable.   Third-party hardware and software used  by  us  has
been  verified  Y2K  compliant.   We  partnered  with  Boeing  to
determine  the  Y2K  status of our 747-200 and 747-400  aircraft.
Boeing  concluded  that  there are no Y2K  date  rollover  flight
safety  issues  related to our aircraft and all systems  are  Y2K
compliant.   We  have developed contingency  plans  for  all  the
systems  that are critical to our operations.  These  contingency
plans  are  designed to reduce the likelihood that our operations
will be interrupted by Y2K related issues.  We have reviewed  the
status  of  key  supplier/business  partner  compliance  to  some
extent.   Currently, we are selecting alternate supplier/business
partners  and  implementing contingency  plans  in  circumstances
where existing supplier/business partners were not Y2K compliant.

     Common  to  all  airlines is the state of Y2K  readiness  of
airports  and  air  traffic services.  Our Y2K team  is  actively
participating  in an ongoing study undertaken  by  both  the  Air
Transport   Association  and  the  International  Air   Transport
Association to determine the Y2K compliance of airports  and  air
traffic services world wide.  Significant progress has been made,
but  several  airports utilized by us are not yet reporting  full
compliance.   We  are  diligently  working  in  conjunction  with
regulatory agencies, governing authorities, and customer airlines
to  ensure that the most current information is available  to  us
and contingency plans are in place for the airports in question.

     The Y2K problem is pervasive and complex, as virtually every
global  computer  operation  could  be  affected  in  some   way.
Consequently,  no  assurance can be given that  all  company-used
third-party  systems and suppliers/business partners can  achieve
Y2K  compliance.  We expect that the costs incurred to become Y2K
compliant will not exceed $300,000.

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, 1998.

     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 March 1997, Air Support International, Inc. ("ASI") filed
a  complaint against us in the United States District  Court  for
the  Eastern  District of New York alleging actual  and  punitive
damages  of approximately $13.5 million arising from our  refusal
to  pay  commissions  which ASI claims it is owed  for  allegedly
arranging  certain ACMI Contracts.  On June 15, 1999,  the  Court
granted  our  request for summary judgment to  dismiss  the  most
substantial of ASI's claims.  Additionally, the Court  granted  a
motion  by ASI for summary judgment on one claim of approximately
$500,000,  plus  interest, for which we had previously  reserved.
As  a result of the Court's recent findings, ASI's alleged claims
have been reduced to approximately $1.3 million.  ASI's claim for
punitive damages was dismissed in earlier proceedings.  We intend
to vigorously defend against the remaining ASI claims.

     In  April  1999, we received notification from the  National
Mediation  Board ("NMB") that our crew members have voted  to  be
represented  by  the  Air Line Pilots Association  ("ALPA").   We
expect  our  labor  costs to decline initially since  our  profit
sharing  plan (the "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 seeking a declaratory judgment confirming,
inter  alia, the enforceability of the Plan's exclusion.  On  May
10, 1999, ALPA filed a counterclaim in that action, alleging that
the  exclusion of its members from our Plan violates the  Railway
Labor  Act, and seeking restoration of profit sharing  pay.    In
October  1999, the Court entered a summary judgment in our  favor
with respect to this counterclaim filed by ALPA.  The Court ruled
that  we  did not violate applicable law when we eliminated  crew
members' participation in the Plan following ALPA's certification
as  the crew members' collective bargaining agent.  Further,  the
Court  dismissed all other claims in the case.  ALPA has filed  a
notice of appeal to the United States Circuit Court of Appeals.





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 2, 1999      By:   /s/ Stephen C. Nevin
                                   Stephen C. Nevin
                                   Vice President and
                                     Chief Financial Officer
                                   Principal Accounting Officer