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, 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 August 2, 1999 the Registrant had 34,328,550 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, 1999 and December 31, 1998

          Consolidated Statements of Operations-
             Quarter and Six Months Ended June 30, 1999 and 1998

          Consolidated Statements of Cash Flows-
             Six Months Ended June 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 6.   Exhibits and Reports on Form 8-K

          Financial Data Schedule

          Signatures






<TABLE>


                ATLAS AIR, INC. AND SUBSIDIARIES

                   CONSOLIDATED BALANCE SHEETS
                (In thousands, except share data)

                                           June 30,      December 31,
                                             1999            1998
                                          (Unaudited)
                               ASSETS
Current assets:
<S>                                        <C>           <C> <C>
   Cash and cash equivalents               $  312,290    $   449,627
   Short-term investments                      32,258         22,187
   Accounts receivable and other, net          86,766         86,234
        Total current assets                  431,314        558,048
Property and equipment:
   Flight equipment                         1,793,816      1,527,921
   Other                                       15,687         11,584
                                            1,809,503      1,539,505
   Less accumulated depreciation            (168,354)       (146,311)
         Net property and equipment         1,641,149      1,393,194
Other assets:
   Debt issuance costs, net of
    accumulated amortization of
    $11,247 and $10,413                        29,581         32,224
   Deposits and other                           3,176          5,403
                                               32,757         37,627
             Total assets                  $2,105,220     $1,988,869


                LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
   Current portion of long-term debt       $   71,937    $   155,452
   Accounts payable and accrued expenses       97,014        100,051
   Income tax payable                             126          8,034
        Total current liabilities             169,077        263,537
Long-term debt, net of current portion      1,341,145      1,166,460
Other liabilities                             231,882        235,308
Deferred income tax payable                    46,932         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;
    34,432,196 and 33,819,882 shares
    issued, respectively                          344            338
   Additional paid-in capital                 194,996        178,131
   Retained earnings                          124,477        108,892
   Deferred Compensation
    - Restricted Stock                          (606)             --
   Treasury Stock, at cost; 142,041 and
    164,403 shares, respectively              (3,027)         (3,471)
        Total stockholders' equity            316,184        283,890
          Total liabilities and
           stockholders' equity            $2,105,220     $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      Six Months Ended
                                   June 30,            June 30,
                                1999      1998      1999      1998
Revenues:
<S>                           <C>       <C>       <C>       <C>
  Contract services           $135,025  $ 85,567  $270,403  $163,178
  Charters, scheduled
   services and other            3,543     2,383     6,004     4,406
     Total operating
      revenues                 138,568    87,950   276,407   167,584
Operating expenses:
  Flight crew salaries and      10,313     7,692    21,674    14,449
   benefits
  Other flight-related          10,791     5,458    21,620    11,977
   expenses
  Maintenance                   30,071    20,995    60,342    41,516
  Aircraft and engine
   rentals                      11,012       945    22,517     2,186
  Fuel and ground handling       4,377     1,745     7,452     3,747
  Depreciation and
   amortization                 16,824    13,007    35,991    25,237
  Other                         14,073     6,590    28,997    15,411
      Total operating
       expenses                 97,461    56,432   198,593   114,523
Operating income                41,107    31,518    77,814    53,061
Other income (expense):
  Interest income                4,121     2,931     8,695     4,592
  Interest expense            (23,996)  (18,410)  (48,884)  (33,185)
                              (19,875)  (15,479)  (40,189)  (28,593)
Income before income taxes      21,232    16,039    37,625    24,468
Provision for income taxes     (7,962)   (5,934)  (14,109)   (9,053)
Income before extraordinary
 item and cumulative effect
 of a change in accounting
 principle                      13,270    10,105    23,516    15,415

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                    $ 13,270  $ 10,105  $ 15,507  $ 15,415

Basic earnings per share:
 Income before extraordinary
  item and cumulative effect
  of a change in accounting
  principle                   $   0.39  $   0.30  $   0.68  $   0.46
Extraordinary item                  --        --    (0.19)        --
Cumulative effect of a
 change in accounting
 principle                          --        --    (0.04)        --
   Net income                 $   0.39  $   0.30  $   0.45  $   0.46
Weighted average common
shares                          34,279    33,707    34,156    33,711

Diluted earnings per share:
 Income before extraordinary
  item and cumulative effect
  of a change in accounting
  principle                   $   0.38  $   0.30  $   0.68  $   0.46
Extraordinary item                  --        --    (0.19)        --
Cumulative effect of a
 change in accounting
 principle                          --        --    (0.04)        --
   Net income                 $   0.38  $   0.30  $   0.45  $   0.46
Weighted average common
shares                          34,570    33,896    34,449    33,865

 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)

                                                Six Months Ended
                                                    June 30,
                                              1999           1998
Operating activities:
<S>                                         <C> <C>       <C> <C>
Net income                                  $   15,507    $   15,415
Adjustments to reconcile net income to net
cash provided by operating activities:
   Depreciation and amortization                35,991        25,411
   Amortization of debt issuance costs,
lease financing costs and other                  1,171         2,606
   Non-cash portion of extraordinary loss        2,491            --
   Write-off of start-up costs                   2,266            --
   Change in deferred income tax payable         7,258           756
   Changes in operating assets and
liabilities:
     Accounts receivable and other                (532)        8,487
     Deposits and other                          2,227           303
     Accounts payable and accrued expenses      (3,037)       (4,404)
     Income tax payable                         (7,908)        7,989

        Net cash provided by operating
activities                                      55,434        56,563

Investment activities:
Purchase of property and equipment            (246,244)     (153,554)
Purchase of short-term investments             (15,071)      (44,594)
Maturity of short-term investments               5,000       122,896
        Net cash used in investing
activities                                    (256,315)      (75,252)

Financing activities:
Issuance of Common Stock                        16,871         1,035
Purchase of Treasury Stock                        (775)       (2,632)
Issuance of Treasury Stock                         489           412
Net proceeds from debt issuance and lease
financing                                      177,074       195,408
Principal payments on notes payable           (129,444)      (15,468)
Debt issuance costs and deferred lease
costs                                             (671)      (27,900)
          Net cash provided by financing
activities                                      63,544       150,855

Net (decrease) increase in cash               (137,337)      132,166
Cash and cash equivalents at beginning of
period                                         449,627        41,334
Cash and cash equivalents at end of period  $  312,290    $  173,500


  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
June  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  expects to continue  to  incur
costs  associated with the introduction of additional new  Boeing
747-400 freighter aircraft into its fleet and will expense  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  unused proceeds from the Company's financings and  the
return  of  pre-delivery  deposits by  Boeing  were  invested  in
various held-to-maturity securities, as defined in SFAS No.  115,
"Accounting   for   Certain  Investments  in  Debt   and   Equity
Securities," which requires investments in debt securities to  be
classified  as  held-to-maturity and measured at  amortized  cost
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  June
30, 1999 (in thousands):

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

    Included in cash  and
    cash equivalents:
   <S>                     <C> <C>    <C>     <S>  <C>     <C>        <C>
      Commercial Paper     $   96,948 $       --   $       12 $       74
      Corporate Bonds          16,475          --          --          --
         Market   Auction     133,550          --          --          --
    Preferreds
         Totals            $  246,973 $       --   $       12 $       74

    Included  in   short-
    term investments:
           U.S.Government
    Agencies              $   14,998  $       --  $        2  $       --
         Market   Auction
    Preferreds                17,000          --          --          --
         Totals           $   31,998  $       --  $        2  $       --
</TABLE>

In  addition, accrued interest on cash equivalents and short-term
investments   at  June  30,  1999  was  approximately   $470,000.
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 have  been  or  will  be
delivered  in  1999,  and one 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 $162.3 million, which was  paid
as  of June 30, 1998.  There were approximately $120.0 million of
pre-delivery  deposits outstanding at June 30,  1999  which  were
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 June 30, 1999, there was $160.3  million  of
deferred aircraft obligations included in other liabilities,  and
the combined interest rate was approximately 7.06%.

     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.   The  Company  believes  that  these  re-engineing
efforts will have no material financial impact due to the  recent
sale of the P&W engines, coupled with the value derived from  the
unused  parts  associated with the acquisition.   The  first  re-
engined  aircraft was returned to the Company in June 1999.   The
Company expects the second re-engined aircraft to be returned  in
the  third  quarter of 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.

     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.  Five 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  $2.5 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.   Twelve
aircraft  of the 747-200 fleet have already undergone  the  major
portion  of  such  modifications.  The remaining  eleven  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  our
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.

     In March 1997, Air Support International, Inc. ("ASI") filed
a  complaint  against  the Company in the  U.S.  District  Court,
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.
             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 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 and second quarters of 1999 and 1998 (dollars
in thousands).

<TABLE>
                                                        1999
                                 Cumu-             2nd         1st
                                lative           Quarter     Quarter

<S>                             <C>               <C>         <C>
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        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>

<TABLE>
                                                        1998
                                 Cumu-             2nd         1st
                                Lative           Quarter     Quarter

<S>                             <C>               <C>          <C>
Total operating revenues        $167,584          $87,950      $79,634
Operating expenses               114,523           56,432       58,091
Operating income                  53,061           31,518       21,543
Other income (expense)           (28,593)         (15,479)    (13,114)
Net income                        15,415  (1)      10,105        5,310
Block hours                       32,216           16,828       15,388
Average aircraft operated           17.3             17.7         17.0
Operating margin                   31.7%            35.8%        27.1%
</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, 1999
increased  to  $138.6  million from $88.0 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  second  quarter of 1999, to 28.4 aircraft compared  to  17.7
during  the  same period in 1998, or an increase of approximately
60%.   Total  block  hours for the second quarter  of  1999  were
23,861  compared  to  16,828 for the  same  period  in  1998,  an
increase   of  approximately  42%,  principally  reflecting   the
increase in the average number of aircraft in our fleet, somewhat
offset  by  the impact of two aircraft out of service which  were
being re-engined for most of the second quarter of 1999.  Revenue
per  block hour increased by approximately 11% to $5,807 for  the
second  quarter of 1999 compared to $5,226 for the second quarter
of  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,
for  which the rate per block hour was 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.  Additionally, the revenue per block hour for the 747-400
aircraft  in the second quarter of 1999 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 30% from  a
$31.5 million operating profit for the second quarter of 1998  to
an  operating profit of $41.1 million for the second  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, slightly offset by the higher percentage
of leased aircraft compared to owned aircraft in our fleet period
over  period.  Net income of $10.1 million for the second quarter
of  1998 increased by approximately 31% to a net income of  $13.3
million for the second quarter of 1999.

      Total operating revenues for the six months ended June  30,
1999 increased to $276.4 million from $167.6 million for the same
period  in  1998,  or  approximately  65%.   This  reflected  the
increase  in  the average number of aircraft in our fleet  during
the  first half of 1999, to 27.7 aircraft compared to 17.3 during
the same period in 1998, an increase of approximately 60%.  Total
block  hours  for the first half of 1999 were 47,792 compared  to
32,216  for the same period in 1998, an increase of approximately
48%,   principally  reflecting  higher  utilization  per  average
aircraft period over period.  Revenue per block hour increased by
approximately  11%  to $5,784 for the first six  months  of  1999
compared  to  $5,202  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 47% from  a
$53.1  million operating profit for the first six months of  1998
to  an operating profit of $77.8 million for the first six 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 $15.4 million for the first half of 1998
increased  by 1% to a net income of $15.5 million for  the  first
half  of  1999.   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  was  $23.5  million,  or  an  increase  of
approximately 53% compared to the first half 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 $10.3 million in the second quarter of 1999 compared
to $7.7 million in the same period of 1998, or approximately 34%,
principally  reflecting the increase in the  size  of  our  fleet
quarter  over  quarter.   On  a block hour  basis,  this  expense
decreased  by  approximately 5% to $432 per hour for  the  second
quarter  of 1999 from $457 per hour for the same period in  1998.
For  the  first six months of 1999, actual expense  increased  by
approximately 50%, from $14.4 million to $21.7 million, primarily
due  to the increase in the size of our fleet period over period.
On  a  block hour basis, this expense increased to $454 per  hour
from  $449 per hour for the same period in 1998, 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 $10.8 million in
the  second quarter of 1999 compared to $5.5 million for the same
period of 1998, and to $21.6 million in the six months ended June
30,  1999 compared to $12.0 million in the six months ended  June
30, 1998, or approximately 98% and 81%, respectively.  On a block
hour   basis,   other   flight-related  expenses   increased   by
approximately 40% to $452 per hour for the second quarter of 1999
compared  to  $324 per hour for the same period in 1998,  and  by
approximately 22% to $452 per hour for the six months ended  June
30,  1999 compared to $372 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 and preparation for the five additional new 747-400
freighter aircraft  remaining to be delivered in 1999 and 2000.

      Maintenance  expenses include all expenses related  to  the
upkeep  of  the  aircraft, including maintenance,  labor,  parts,
supplies  and  maintenance reserves.  The costs of  C  Checks,  D
Checks  and engine overhauls not otherwise covered by maintenance
reserves are capitalized as they are incurred and amortized  over
the  life  of  the  maintenance  event.   In  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 $30.1 million in the second
quarter  of 1999 from $21.0 million in the same period  of  1998,
and  to $60.3 million in the six months ended June 30, 1999  from
$41.5  million  in  the  six  months  ended  June  30,  1998,  or
approximately  43% and 45%, respectively, primarily  due  to  the
increased  size of our fleet.  On a block hour basis, maintenance
expense  increased by approximately 1% quarter over  quarter  and
decreased by approximately 2% for the first half 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 $11.0 million in the second
quarter  of 1999 compared to $0.9 million in the same  period  of
1998,  and were $22.5 million in the first half of 1999  compared
to  $2.2  million in the first half of 1998, or  an  increase  of
approximately 1065% and 930%, respectively.  The quarter and six-
month  increases were due to the additional leasing of  four  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
151%  to  $4.4 million for the second quarter of 1999  from  $1.7
million  for  the  second  quarter  of  1998,  and  increased  by
approximately 99% to $7.5 million for the first half of 1999 from
$3.7  million  for  the  first half of 1998.   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.

      Depreciation  and amortization expense increased  to  $16.8
million in the second quarter of 1999 from $13.0 million  in  the
same  period of 1998, and to $36.0 million in the first  half  of
1999   from   $25.2  million  in  the  year-earlier  period,   or
approximately 29% and 43%, respectively.  These increases reflect
the  increase in owned aircraft, engines and spare parts for  the
second  quarter of 1999 and the first half of 1999 over the  same
periods  in  1998.  In addition, there was an increase  in  spare
parts  associated with the introduction of the 747-400  freighter
aircraft into our fleet in the second half of 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 $14.1 million in  the
second  quarter of 1999 from $6.6 million in the same  period  of
1998,  and to $29.0 million for the first half of 1999 from $15.4
million  for the same period of 1998, or approximately  114%  and
88%,  respectively.   On  a  block  hour  basis,  these  expenses
increased  to  $590 per hour in the second quarter of  1999  from
$392  per  hour in the same period of 1998, and to $607 per  hour
for  the first half of 1999 from $478 per hour in the same period
of  1998,  or  approximately 51% and  27%,  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 $4.1 million  in
the  second quarter of 1999 from $2.9 million in the same  period
of  1998,  and to $8.7 million for the first six months  of  1999
from $4.6 million for the first six months of 1998, primarily due
to  the  investment of proceeds from our issuance of $175 million
of  9  1/4%  Senior Notes in April 1998, $150 million of  9  3/8%
Senior  Notes  in  November 1998 and the return of  deposits  and
proceeds from financing the 747-400 freighter aircraft deliveries
in  the  second  half  of 1998 and thus far  in  1999.   Interest
expense increased to $24.0 million in the second quarter of  1999
from  $18.4  million  in the same period of 1998,  and  to  $48.9
million in the first half of 1999 from $33.2 million in the year-
earlier  period,  or  approximately 30%  and  47%,  respectively.
These increases also resulted from the financing associated  with
the  purchase of five additional aircraft in the second  half  of
1998  and  the issuance of 9 1/4% Senior Notes in April 1998  and
$150 million of 9 3/8% Senior Notes in November 1998.

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 second quarter and  first
half  of 1999 and 37.0% during the second quarter and first  half
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  June  30,  1999,  we had cash and cash  equivalents  of
approximately   $312.3   million,   short-term   investments   of
approximately  $32.3 million and working capital of approximately
$262.2  million.  During the first half of 1999,  cash  and  cash
equivalents  decreased  approximately $137.3  million,  primarily
reflecting the purchase of flight and other equipment  of  $246.2
million, purchase of short-term investments of $10.1 million (net
of  maturities), principal reductions of indebtedness  of  $129.4
million,  debt  issuance costs of $0.7 million and  purchases  of
treasury  stock (net of proceeds from issuance) of $0.3  million;
partially  offset  by  cash  provided from  operations  of  $55.4
million, proceeds from equipment financings of $177.1 million and
net  proceeds from the issuance of common stock of $16.9 million.
Our overall borrowing level increased to $1.4 billion at June 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 delivered in 1998.  In  April
1999,  we  arranged  EETC debt financing for the  remaining  five
aircraft, four of which have been or will be delivered  in  1999,
and  one  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  $162.3
million,  which  was  paid  as of  June  30,  1998.   There  were
approximately $120.0 million of pre-delivery deposits outstanding
at  June 30, 1999 which were 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 June 30, 1999, there  was  $160.3
million  of  deferred  aircraft  obligations  included  in  other
liabilities,  and  the combined interest rate  was  approximately
7.06%.

     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.
We  believe that these re-engineing efforts will have no material
financial  impact  due to the recent sale  of  the  P&W  engines,
coupled  with the value derived from the unused parts  associated
with the acquisition.  The first re-engined aircraft was returned
to  us in June 1999.  We expect the second re-engined aircraft to
be  returned  in  the third quarter of 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 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 of our $100 million of 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.

     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%.  The remaining proceeds from  the
1999  EETCs  will  be used to finance (through  either  leveraged
leases  or  secured  debt financings) the  debt  portion  of  the
acquisition  cost of two of the remaining five firm  new  747-400
freighter aircraft from Boeing scheduled to be delivered to us in
1999  and  2000.   In  connection therewith, we  intend  to  seek
certain owner participants who will commit lease equity financing
to be used in leveraged leases of such 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.

      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.  Five 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  $2.5 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.   Twelve
aircraft  of the 747-200 fleet have already undergone  the  major
portion  of  such  modifications.  The remaining  eleven  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 $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  are,
for  the  most part, Y2K compliant; those that are not  compliant
are  expected to become compliant by the end of the third quarter
of  1999.   Initial  review of our 747-200 and  747-400  aircraft
computer  systems  indicate that most  all  of  the  systems  are
compliant,  and those that are not compliant are being  addressed
by  Boeing  sub-contractors.  Boeing  has  performed  flight  and
ground  testing  of  its  747-200 and 747-400  aircraft  and  has
concluded that there are no flight safety issues related  to  the
Y2K  date  rollover related to our aircraft.  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  Y2K compliance efforts.  While we believe we are  taking
all  appropriate  steps  to assure our  Y2K  compliance,  we  are
dependent  on  key supplier/business partner compliance  to  some
extent.    As  of  July  31,  1999,  we  are  seeking   alternate
supplier/business  partners  in  circumstances  whereby  existing
supplier/business partners were not Y2K compliant.

     Common  to  all  airlines is the state of Y2K  readiness  of
airports.  The results of a study undertaken by the Air Transport
Association to determine the process which domestic airports  are
using  to  achieve  Y2K compliance indicates that  most  domestic
airports used by us have made substantial progress towards  being
Y2K compliant.  A similar project undertaken by the International
Air   Transport   Association  indicates   that   although   some
international airports have made progress towards Y2K  compliance
in  recent  months, most airports used by us are behind schedule.
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.

     All  company-controllable systems have been Y2K  tested  and
are   compliant   as   of   July  31,  1999.    Third-party   and
supplier/business  partner systems have been fully  addressed  in
the form of compliance remediation, plans for timely remediation,
or  contingency plans.  The Y2K problem is pervasive and complex,
as  virtually every global computer operation will 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 U.S.  District  Court,  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.   We
believe ALPA's claim to be without merit and intend to vigorously
defend against the counterclaim.



ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K


a.        Exhibits

               Financial Data Schedule

b.        Reports filed on Form 8-K

               Report on Form 8-K dated April 26, 1999, regarding
               notification received from the National Mediation
               Board that our pilots voted to be represented by
               the Air Line Pilots Association (ALPA).

               Report on Form 8-K dated April 13, 1999, regarding
               the 1999 EETCs financing.

               Report on Form 8-K dated January 26, 1999,
               regarding the $650 million Shelf Registration.


                           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 13, 1999        By:  /s/ Stephen C. Nevin
                                   Stephen C. Nevin
                                   Vice President and Chief
                                   Financial Officer
                                   Principal Accounting Officer