UNITED STATES

               SECURITIES AND EXCHANGE COMMISSION

                     Washington, D.C. 20549

                            FORM 10-Q



[ x ]     Quarterly Report Pursuant to Section 13 or 15(d) of the
          Securities Exchange Act of 1934
          For the quarterly period ended September 30, 2000

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


                     Commission File Number
                             0-25732


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



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




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


                        (914) 701 - 8000
      (Registrant's telephone number, including area code)


                538 Commons Dr., Golden, CO 80401
         (Former address of principal executive offices)



Indicate  by check mark whether the registrant (1) has filed  all
reports  required  to be filed by Section  13  or  15(d)  of  the
Securities  Exchange Act of 1934 during the preceding  12  months
(or  for such shorter period that the registrant was required  to
file  such  reports),  and (2) has been subject  to  such  filing
requirements for the past 90 days.

                                   [ x ]   Yes         [   ]   No

As  of  November 7, 2000 the Registrant had 38,223,326 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, 2000 and December 31, 1999

               Consolidated Statements of Operations-
                  Quarter and Nine Months Ended
                  September 30, 2000 and 1999

               Consolidated Statements of Cash Flows-
                  Nine Months Ended September 30, 2000 and 1999

               Notes to Consolidated Financial Statements

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

     Item 3.   Quantitative and Qualitative Disclosures About
                   Market Risk

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,
                                                2000          1999
                                             (Unaudited)
ASSETS
Current assets:
<S>                                       <C>              <C>
  Cash and cash equivalents                  $  353,680    $  331,605
  Short-term investments                         62,189       141,555
  Accounts receivable and other, net            127,700        92,979
       Total current assets                     543,569       566,139
Property and equipment:
  Flight equipment                            1,722,578     1,732,543
  Other                                          33,578        19,172
                                              1,756,156     1,751,715
  Less accumulated depreciation                (256,276)     (208,465)
        Net property and equipment            1,499,880     1,543,250
Other assets:
  Debt issuance costs,
    net of accumulated amortization
   of $15,401 and $14,281,
   respectively                                  28,891        27,201
  Deposits and other                             91,727         5,780
            Total assets                     $2,164,067    $2,142,370


LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Current portion of long-term debt          $   74,258    $   95,929
  Accounts payable and accrued liabilities      117,630       139,929
  Income tax payable                              6,702            --
       Total current liabilities                198,590       235,858
Long-term debt, net of current portion        1,199,950     1,253,084
Other liabilities                               151,607       228,075
Deferred income taxes                            93,885        67,653
Commitments and contingencies (Note 5)
Stockholders' equity:
  Preferred Stock, $1 par value;
   10,000,000 shares authorized;
   no shares issued                                  --            --
  Common Stock, $0.01 par value;
   50,000,000 shares authorized;
   38,223,257 and 34,480,946 shares issued,
   respectively                                     382           345
  Additional paid-in capital                    304,986       198,002
  Retained earnings                             216,439       162,194
  Deferred Compensation - Restricted Stock         (510)        (404)
 Treasury Stock, at cost;
  57,294 and 115,906 shares, respectively        (1,262)       (2,437)
       Total stockholders' equity               520,035       357,700
          Total liabilities and
           stockholders' equity              $2,164,067    $2,142,370

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

                ATLAS AIR, INC. AND SUBSIDIARIES

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


<TABLE>
                                 Quarter Ended           Nine Months Ended
                                  September                   October
                              2000          1999         2000          1999
Operating revenues:
<S>                        <C>           <C>          <C>            <C>
  Contract services        $  200,876    $  154,807   $  552,533     $ 425,210
  Charters,
   scheduled services
   and other                    7,735         7,089       14,273         13,093
     Total operating
      revenues                208,611       161,896      566,806       438,303
Operating expenses:
  Flight crew
   salaries and
   benefits                    15,666        11,959       44,339        33,633
  Other flight-
   related expenses            16,479        15,071       44,504        36,691
  Maintenance                  37,838        30,525      106,149        90,867
  Aircraft and engine
   rentals                     19,289        11,925       53,983        34,442
  Fuel and ground
   handling                     9,768         7,132       20,577        14,584
  Depreciation and
   amortization                25,393        20,593       72,727        56,584
  Other                        22,208        16,522       60,981        45,519
     Total operating
      expenses                146,641       113,727      403,260       312,320
Operating income               61,970        48,169      163,546       125,983
Other income
 (expense):
  Interest income               7,278         4,926       20,165        13,621
  Interest expense            (32,035)     (30,546)      (96,435)     (79,430)
     Total other
      expense                 (24,757)     (25,620)      (76,270)     (65,809)
Income before income
 taxes, extraordinary
 item and cumulative
 effect of a change
 in accounting
 principle                     37,213        22,549       87,276        60,174
Provision for income
 taxes                        (14,141)      (8,456)      (33,172)     (22,565)
Income before
 extraordinary item
 and cumulative
 effect of a change
 in accounting
 principle                     23,072        14,093       54,104        37,609

Extraordinary item:
  Loss from
   extinguishment of
   debt, net of
   applicable tax
   benefit of $3,872               --            --            --      (6,593)
Cumulative effect of
 a change in
 accounting
 principle,
 net of applicable
 tax benefit of $850               --            --            --      (1,416)
Net income                 $   23,072     $  14,093   $   54,104     $  29,600

Basic earnings per share:
  Income before
   extraordinary item
   and cumulative
   effect of a change
   in accounting
   principle                 $   0.61    $     0.41     $   1.50    $     1.10
  Extraordinary item               --            --            --        (0.19)
  Cumulative effect
   of a change in
   accounting
   principle                       --            --            --       (0.04)
  Net income                 $   0.61    $     0.41     $   1.50    $     0.87
  Weighted average
   common shares               38,072        34,322       36,041        34,212

Diluted earnings per
share:
  Income before
   extraordinary item
   and cumulative
   effect of a change
   in accounting
   principle                 $   0.60    $     0.41     $   1.49    $     1.09
  Extraordinary item               --            --            --        (0.19)
  Cumulative effect
   of a change in
   accounting
   principle                       --            --            --       (0.04)
  Net income                 $   0.60    $     0.41     $   1.49    $     0.86
  Weighted average
   common shares               38,618        34,613       36,416        34,503
</TABLE>

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


                ATLAS AIR, INC. AND SUBSIDIARIES

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

                                                Nine Months Ended
                                                  September 30,
                                                2000          1999
Operating activities:
<S>                                          <C> <C>       <C> <C>
Net income                                   $   54,104    $   29,600
Adjustments to reconcile net income to net
cash provided
   by operating activities:
     Depreciation and amortization               72,727        56,584
     Amortization of debt issuance costs
      and lease financing costs                    (461)        1,489
     Net loss on disposition of property
      and equipment                                 436            --
     Extraordinary loss                              --         2,491
     Write-off of start-up costs                     --         2,266
     Deferred income taxes                       26,232         9,077
     Changes in operating assets and
      liabilities:
       Accounts receivable and other            (30,621)        15,919
       Deposits and other                       (18,027)         1,995
       Accounts payable and accrued
        liabilities                             (17,788)         3,140
       Income tax payable                         6,702        (2,079)

          Net cash provided by operating
           activities                            93,304       120,482

Investing activities:
Purchase of property and equipment             (311,343)     (344,196)
Proceeds from sale of property and
 equipment                                       13,808            --
Purchase of investments                         (76,535)      (95,478)
Maturity of investments                          88,015        15,000
          Net cash used in investing
           activities                          (286,055)     (424,674)

Financing activities:
Issuance of Common Stock                        107,021        17,481
Purchase of Treasury Stock                         (131)         (775)
Issuance of Treasury Stock                          948           725
Net proceeds from debt issuance and lease
 financing                                      336,131       436,713
Principal payments on notes payable            (216,802)     (252,828)
Debt issuance costs and deferred lease
 costs                                          (12,341)       (1,074)
          Net cash provided by financing
           activities                           214,826       200,242

Net increase (decrease) in cash                  22,075      (103,950)
Cash and cash equivalents at beginning of
 period                                         331,605       449,627
Cash and cash equivalents at end of period   $  353,680    $  345,677
</TABLE>


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


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



1.   Unaudited Consolidated Financial Statements

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

2.   Reclassifications

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

3.   Recently Issued Accounting Standards

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

     In  December  1999,  the Securities and Exchange  Commission
(the  "SEC")  issued Staff Accounting Bulletin ("SAB")  No.  101,
"Revenue  Recognition  in  Financial Statements."   SAB  No.  101
summarizes the SEC's views on the application of GAAP to  revenue
recognition.   In June 2000, the SEC released SAB No.  101B  that
delays the implementation date of SAB 101 until no later than the
fourth  fiscal  quarter of fiscal years beginning after  December
15, 1999.  The Company has reviewed SAB No. 101 and believes that
it  is  in  compliance with the SEC's interpretation  of  revenue
recognition.

     In  March  2000,  the  FASB issued  Interpretation  No.  44,
"Accounting    for    Certain   Transactions   involving    Stock
Compensation."  This Interpretation clarifies (a) the  definition
of  an employee for purposes of applying APB Opinion No. 25,  (b)
the  criteria  for  determining whether a  plan  qualifies  as  a
noncompensatory plan, (c) the accounting consequence  of  various
modifications to the terms of a previously fixed stock option  or
award,   and  (d)  the  accounting  for  an  exchange  of   stock
compensation awards in a business combination.  The  adoption  of
this  Interpretation   has  not had  a  material  impact  on  the
Company's financial position or operating results.

4.   Investments

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

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

Sept 30, 2000:
Included in
  cash and cash
  equivalents:
  Corporate
<S>                <C>  <C>    <C>     <C> <C>     <S> <C>    <S>
   Bonds           $    14,607 $       12  $       --  $      --
  Commercial
   Paper                95,272         --          16        161
  Market
   Auction
   Preferreds          168,400         --          --         --
     Totals         $  278,279 $       12  $       16   $    161


Included in
  short-term
  investments:
  U.S.
   Government
   Agencies        $     5,998 $       --  $        2   $      --
  Commercial
   Paper                12,227         --          12          34
  Corporate
   Notes                19,137         16          --        (13)
  Corporate
   Bonds                 4,485         --          14           1
  Market
   Auction
   Preferreds           16,500         --          --          --
  Euro Bonds             3,017         --          13         (1)
     Totals         $   61,364 $       16  $       41   $      21


Included in
  long-term
  investments:
  U.S.
   Government
   Agencies        $    15,991 $       --  $        5   $       1
  Corporate
   Notes                14,016         --          28           1
  Corporate
   Bonds                17,775         --          54         (5)
  Euro Bonds            19,114         --          37           9
  Other                  1,684         --           6           8
     Totals         $   68,580 $       --  $      130   $      14


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


 Included in
   short-term
   investments:
   Corporate       $    29,041           $           $            $
    Bonds                               --         199         (15)
   Corporate            40,306          --         255         (20)
    Notes
   Euro Dollar          15,034          --          92          (8)
    Bonds
   Market
    Auction
    Preferreds          17,000          --          --          --
   U.S.
    Government
    Agencies            31,953          --          36           1
   Other                 5,362          --          21          22
      Totals        $  138,696  $       --  $      603   $     (20)
</TABLE>
In addition, accrued interest on cash and cash equivalents, short-
term  and  long-term  investments  at  September  30,  2000   was
approximately  $1.4  million,  $0.8  million  and  $1.2  million,
respectively.  Accrued interest on cash and cash equivalents  and
short-term  investments  at December 31, 1999  was  approximately
$1.4 million and $2.3 million, respectively.  Interest earned  on
these  investments  and  related  maturities  are  reinvested  in
similar    securities.    Securities   included   in   short-term
investments have maturity dates of less than one year.

5.   Commitments and Contingencies

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

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

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

     In January 2000, the Company completed an offering of $217.3
million Enhanced Equipment Trust Certificates (the "2000 EETCs").
The  2000 EETCs are not direct obligations of, or guaranteed  by,
the  Company  and therefore are not included in its  consolidated
financial  statements  until such time that  it  draws  upon  the
proceeds  to take delivery and ownership of an aircraft.  In  the
second  quarter  of 2000, the cash proceeds from the  2000  EETCs
transaction were used to finance, through secured debt financing,
the  debt  portion  of the acquisition cost of  two  new  747-400
freighter  aircraft,  pursuant to the Boeing Purchase  Agreement.
In  connection  with these secured debt financings,  the  Company
executed  equipment  notes  in the  aggregate  amount  of  $217.3
million,  with  a weighted average interest rate of  9.0%  as  of
September 30, 2000.

     The  Company subsequently entered into a sale-leaseback  for
two  of  the 747-400's in May 2000 and September 2000.   The  net
book  value  and related debt of each aircraft were removed  from
the balance sheet.

     In April 2000, the Company formed a wholly-owned subsidiary,
Atlas  Freighter  Leasing III, Inc. for the purpose  of  entering
into  a  $300 million term loan facility (the "AFL III Term  Loan
Facility")  to  refinance all of the aircraft and  spare  engines
previously financed under the AFL Term Loan Facility and the  AFL
II  Term  Loan  Facility, plus one aircraft  previously  financed
under  the  Aircraft  Credit Facility  and  three  747-400  spare
engines  owned by the Company.  As a result of this  refinancing,
the  Company  has and will continue to experience lower  interest
rates  and extended terms as compared to the previous financings.
The  AFL  III Term Loan Facility consists of Term Loan A  in  the
amount  of  $165  million and Term Loan B in the amount  of  $135
million, for which interest is based on the Eurodollar rate, plus
1.62%  and  plus  2.00%,  respectively.  The  interest  rates  on
borrowings outstanding under the AFL III Term Loan Facility  were
8.36%  and 8.74%, respectively, at September 30, 2000.  Quarterly
scheduled  principal payments of $5.0 million and  $1.7  million,
respectively, commenced in July 2000 and increase  over  time  to
$9.1  million and $6.2 million, respectively, such that Term Loan
A  is  to  be fully paid in April 2005 and Term Loan B is  to  be
fully paid in April 2006, with a final payment of $37.3 million.

     In  April  2000,  the  Company amended its  Aircraft  Credit
Facility  to provide for a $175 million revolving credit facility
with a three-year revolving period and a subsequent two-year term
loan  period.   With  respect to the aircraft currently  financed
under the Aircraft Credit Facility, the term loan period will  be
from March 31, 2003 to March 30, 2005 in the event that permanent
financing  has  not  been  obtained  for  such  flight  equipment
financed under the facility.  At the time of each borrowing,  the
Company  must  select either a Base Rate Loan (prime  rate,  plus
0.75%)  or a Eurodollar Rate Loan (Eurodollar rate, plus  1.62%).
As  of  September  30, 2000, the Company had approximately  $51.3
million  outstanding  under the Aircraft  Credit  Facility.   The
Company selected the Eurodollar Rate Loan commencing in May 2000,
for  which  the resulting interest rate is 8.31% as of  September
30, 2000.

     In  May  2000,  the Company refinanced one  of  its  747-200
freighter aircraft with a group of European banks for a  term  of
five years, at a LIBOR rate, plus 1.50%, with a resulting rate of
8.19%  as  of  September 30, 2000.  This aircraft was  previously
financed under the Aircraft Credit Facility.

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

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

     In  June 2000 the Company completed an offering of 3,465,000
shares  of  common stock for net cash proceeds of  $104  million.
Approximately  $86 million and $10 million of the  proceeds  were
used  for  the  retirement of debt during the  second  and  third
quarters, respectively.

     In September 2000, the Company entered into a sale-leaseback
transaction for one of its 747-200 freighter aircraft.   The  net
book  value  of this aircraft and the related debt  were  removed
from the balance sheet.

     In September 2000, the Company terminated its agreement with
Mr.  Chowdry  which had provided for a sharing of the acquisition
and  financing costs of the Boeing Business Jet ("BBJ")  used  to
transport  the Company's executives on business trips  throughout
the  world.   The  effect  of the termination  agreement  was  to
release  Mr.  Chowdry  from  his  obligations  to  share  in  the
acquisition  and  financing costs of the BBJ in  return  for  Mr.
Chowdry's  releasing the Company of its obligation to  share  the
net proceeds of any disposition of the BBJ with Mr. Chowdry.

     Under  the  Federal  Aviation Administration's  (the  "FAA")
Directives issued under its "Aging Aircraft" program, the Company
is  subject  to  extensive  aircraft  examinations  and  will  be
required  to undertake structural modifications to its  fleet  to
address  the  problem  of corrosion and structural  fatigue.   In
November  1994, Boeing issued Nacelle Strut Modification  Service
Bulletins which have been converted into Directives by  the  FAA.
All  of  the Company's Boeing 747-200 aircraft have been  brought
into  compliance  with such Directives.  As  part  of  the  FAA's
overall   Aging  Aircraft  program,  it  has  issued   Directives
requiring  certain  additional  aircraft  modifications   to   be
accomplished.  The Company estimates that the modification  costs
per  747-200  aircraft  will  range between  $2  million  and  $3
million.   Fourteen aircraft in the Company's 747-200 fleet  have
already  undergone the major portion of such modifications.   The
remaining eight 747-200 aircraft will require modification  prior
to the year 2009.  Other Directives have been issued that require
inspections  and minor modifications to Boeing 747-200  aircraft.
The  747-300 aircraft acquired by the Company are also undergoing
these  modifications  in conjunction with their  conversion  from
combi  to  full freighter configuration.  The newly  manufactured
747-400  freighter  aircraft were delivered  to  the  Company  in
compliance  with all existing FAA Directives at their  respective
delivery  dates.   It  is  possible  that  additional  Directives
applicable  to the types of aircraft or engines included  in  the
Company's fleet could be issued in the future, the cost of  which
could be substantial.

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

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

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

6.   Subsequent Events

In  October  2000,  the  Company entered  into  a  sale-leaseback
transaction for one of its 747-200 freighter aircraft.   The  net
book  value  of this aircraft and the related debt  were  removed
from the balance sheet.

In  October 2000, the Company exercised options under the  Boeing
Purchase  Agreement for four additional 747-400's to be delivered
in 2002.
             MANAGEMENT'S DISCUSSION AND ANALYSIS OF
          FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Results of Operations

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

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

      The table below sets forth selected financial and operating
data  for  the first, second and third quarters of 2000 and  1999
(dollars in thousands).
<TABLE>
                                       2000
                          Cumu-      3rd       2nd       1st
                          lative   Quarter   Quarter   Quarter
Total operating
<S>                      <C>       <C>       <C>       <C>
 revenues                $566,806  $208,611  $191,783  $166,412
Operating expenses        403,260   146,641   133,383   123,236
Operating income          163,546    61,970    58,400    43,176
Other income (expense)   (76,270)  (24,757)  (27,734)  (23,779)
Net income (1)             54,104    23,072    19,013    12,019
Block hours                97,340    35,007    33,140    29,193
Average aircraft
 operated                    32.0      33.0      32.6      30.5
Operating margin            28.9%     29.7%     30.5%     25.9%
Pre-tax operating
 margin                     15.4%     17.8%     16.0%     11.7%


                                       1999
                          Cumu-      3rd       2nd       1st
                          lative   Quarter   Quarter   Quarter
Total operating
 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             28.5      30.0      28.4      27.0
operated
Operating margin            28.7%     29.8%     29.7%     26.6%
Pre-tax operating
 margin                     13.7%     13.9%     15.3%     11.9%
</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,
2000 increased to $208.6 million from $161.9 million for the same
period  in  1999,  or approximately 29%.  The average  number  of
aircraft  in our fleet during the third quarter of 2000 was  33.0
compared  to 30.0 during the same period in 1999, an increase  of
10%.  Total block hours for the third quarter of 2000 were 35,007
compared  to  27,650 for the same period in 1999, an increase  of
approximately  27%, reflecting the increase in the  size  of  our
fleet,  and  a substantial 15% increase in block hour  production
per  average  aircraft.  Revenue per block hour increased  2%  to
$5,959  for the third quarter of 2000 compared to $5,855 for  the
third quarter of 1999.

      Our operating results improved by approximately 29% from  a
$48.2  million operating profit for the third quarter of 1999  to
an  operating  profit of $62.0 million for the third  quarter  of
2000.   Results  of  operations were favorably  impacted  by  the
increase in the size of our fleet and substantially higher  block
hour  production across the fleet.  Net income of  $14.1  million
for the third quarter of 1999 increased by approximately 64% to a
net income of $23.1 million for the second quarter of 2000.

     Total operating revenues for the nine months ended September
30,  2000 increased to $566.8 million from $438.3 million for the
same  period  in 1999, or approximately 29%.  This reflected  the
increase in the size of our fleet during the first nine months of
2000.   Total block hours for the first nine months of 2000  were
97,340  compared  to  75,442 for the  same  period  in  1999,  an
increase of approximately 29%, reflecting an increase in the size
of  our  fleet and 15% higher block hour production per aircraft.
Revenue per block hour increased slightly to $5,823 for the first
nine  months  of 2000 compared to $5,810 for the same  period  in
1999.

      Our operating results improved by approximately 30% from  a
$126.0 million operating profit for the first nine months of 1999
to  an  operating  profit of $163.5 million for  the  first  nine
months of 2000.  Results of operations were favorably impacted by
the  increase  in the size of our fleet and substantially  higher
block  hour  production across the fleet.  Net  income  of  $29.6
million for the first nine months of 1999 increased by 83%  to  a
net  income of $54.1 million for the first nine months  of  2000.
In the first quarter of 1999, we recorded an extraordinary charge
from  the extinguishment of the $100 million 12 1/4% Senior Notes
and  a  one-time charge associated with the write-off of start-up
costs related to the introduction of new Boeing 747-400 freighter
aircraft  into  our fleet, as required by SOP 98-5 (as  defined).
Net  income before extraordinary item and cumulative effect of  a
change in accounting principle for the first nine months of  1999
of $37.6 million, increased by approximately 44% to $54.1 million
for the first nine months of 2000.

Operating Expenses

       Our  principal  operating  expenses  include  flight  crew
salaries    and   benefits;   other   flight-related    expenses;
maintenance; aircraft and engine rentals; fuel costs for non ACMI
contract    services;   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 $15.7 million in the third quarter of 2000  compared
to  $12.0  million  in the same period of 1999, or  approximately
31%, principally reflecting the increase in the size of our fleet
and  fleet  production quarter over quarter.   On  a  block  hour
basis,  this  expense increased by approximately 3% to  $448  per
hour  for  the third quarter of 2000 from $433 per hour  for  the
same  period in 1999.  For the first nine months of 2000,  actual
expense  increased by approximately 32%, from  $33.6  million  to
$44.3  million.   On  a rate per block hour basis,  this  expense
increased to $456 per hour from $446 per hour for the same period
in 1999, or approximately 2%, reflecting wage escalations related
to increased seniority.

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

      Other flight-related expenses increased to $16.5 million in
the  third quarter of 2000 compared to $15.1 million for the same
period  of  1999, and to $44.5 million in the nine  months  ended
September  30, 2000 compared to $36.7 million in the nine  months
ended   September  30,  1999,  or  approximately   9%   and   21%
respectively.   On  a  block  hour  basis,  other  flight-related
expenses decreased by approximately 14% to $471 per hour for  the
third  quarter  of 2000 compared to $545 per hour  for  the  same
period in 1999, and by approximately 6% to $457 per hour for  the
nine  months ended September 30, 2000 compared to $486  per  hour
for the same period in 1999, both due to continued realization of
crew scheduling and other efficiencies.

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

      Maintenance expense increased to $37.8 million in the third
quarter  of 2000 from $30.5 million in the same period  of  1999,
and to $106.1 million in the nine months ended September 30, 2000
from  $90.9 million in the nine months ended September 30,  1999,
or  approximately 24% and 17%, respectively, primarily due to the
increase  in  aircraft  block hours.   On  a  block  hour  basis,
maintenance  expense decreased by approximately 2%  quarter  over
quarter  and  decreased by approximately 9% for  the  first  nine
months  of  2000  compared to the year-earlier period,  primarily
reflecting  improvements in maintenance rates,  and  a  shift  in
fleet  mix toward new 747-400 aircraft that have lower associated
maintenance costs.

      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 $19.3 million in the third
quarter  of 2000 compared to $11.9 million in the same period  of
1999,  and  were $54.0 million in the first nine months  of  2000
compared to $34.4 million in the first nine months of 1999, or an
increase of approximately 62% and 57%, respectively.  The quarter
and  nine-month  increases  were due to  the  sale-leasebacks  of
additional  747-400  and  747-200 freighter  aircraft,  and  full
period  expenses  in  2000 for aircraft initially  leased  during
1999.

      Because  of  the nature of our ACMI Contracts, our  airline
customers  typically  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
38%  to  $9.8  million for the third quarter of  2000  from  $7.1
million  for  the  third  quarter  of  1999,  and  increased   by
approximately 41% to $20.6 million for the first nine  months  of
2000  from $14.6 million for the first nine months of 1999.   The
quarter over quarter and nine-month year over year increases were
primarily due to increased charter activity.  On a rate per block
hour,  these costs increased by 8% for the third quarter, and  9%
for  the first nine months, largely reflecting increases  in  the
price of fuel.

      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  $25.4
million  in the third quarter of 2000 from $20.6 million  in  the
same  period  of  1999, and to $72.7 million in  the  first  nine
months of 2000 from $56.6 million in the year-earlier period,  or
approximately 23% and 29%, respectively.  These increases reflect
the  increase in owned aircraft, engines and spare parts for  the
third quarter of 2000 and the first nine months of 2000 over  the
same periods in 1999.

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

      Other operating expenses increased to $22.2 million in  the
third  quarter of 2000 from $16.5 million in the same  period  of
1999, and to $61.0 million for the first nine months of 2000 from
$45.5  million for the same period of 1999, or approximately  34%
and  34%,  respectively.  On a block hour basis,  these  expenses
increased to $634 per hour in the third quarter of 2000 from $598
per hour in the same period of 1999, and to $626 per hour for the
first  nine months of 2000 from $603 per hour in the same  period
of  1999,  or  approximately  6%  and  4%,  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 $7.3 million  in
the third quarter of 2000 from $4.9 million in the same period of
1999, and to $20.2 million for the first nine months of 2000 from
$13.6 million for the first nine months of 1999, primarily due to
increases in the amount of funds available for investing as  well
as  an  overall  increase in the rates of return on  investments.
Interest expense increased to $32.0 million in the third  quarter
of  2000  from $30.5 million in the same period of 1999,  and  to
$96.4 million in the first nine months of 2000 from $79.4 million
in   the  year-earlier  period,  or  approximately  5%  and  22%,
respectively.    This  increase  reflects  the  financing   costs
associated  with the purchase of additional aircraft  during  the
first three quarters of 2000 and higher weighted average interest
rates  associated with the related debt, partially offset by  the
reduction of debt associated with the June equity offering.

Income Taxes

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

Liquidity and Capital Resources

      At September 30, 2000, we had cash and cash equivalents  of
approximately   $353.7   million,   short-term   investments   of
approximately  $62.2 million and working capital of approximately
$345.0  million.  During the first nine months of 2000, cash  and
cash equivalents increased approximately $22.1 million, primarily
reflecting cash provided by operations of $93.3 million, proceeds
from  the  sale  of  property  and equipment  of  $13.8  million,
proceeds  from  equipment  financings  of  $336.1  million,   net
proceeds  from the maturity and purchase of investments of  $11.5
million,   net  proceeds from the issuance  of  common  stock  of
$107.0  million  and net proceeds from the issuance  of  treasury
stock of $0.9 million; partially offset by the purchase of flight
and  other  equipment of $311.3 million, principal reductions  of
indebtedness of $216.8 million and debt issuance costs  of  $12.3
million.   Our overall borrowing level decreased to $1.2  billion
at September 30, 2000 from $1.3 billion at December 31, 1999.

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

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

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

     In  January 2000, we completed an offering of $217.3 million
Enhanced  Equipment Trust Certificates (the "2000  EETCs").   The
2000  EETCs are not direct obligations of, or guaranteed  by,  us
and  therefore  are  not  included in our consolidated  financial
statements until such time that we draw upon the proceeds to take
delivery and ownership of an aircraft.  In the second quarter  of
2000, the cash proceeds from the 2000 EETCs transaction were used
to  finance, through secured debt financing, the debt portion  of
the  acquisition  cost  of  two new 747-400  freighter  aircraft,
pursuant  to  the Boeing Purchase Agreement.  In connection  with
these secured debt financings, we executed equipment notes in the
aggregate  amount  of  $217.3 million, with  a  weighted  average
interest rate of 9.0% as of September 30, 2000.

     We subsequently entered into a sale-leaseback for two of the
747-400's in May 2000 and September 2000.  The net book value and
related  debt  of  each aircraft were removed  from  the  balance
sheet.

     In  April  2000, we formed a wholly-owned subsidiary,  Atlas
Freighter  Leasing III, Inc. for the purpose of entering  into  a
$300   million  term  loan  facility  (the  "AFL  III  Term  Loan
Facility")  to  refinance all of the aircraft and  spare  engines
previously financed under the AFL Term Loan Facility and the  AFL
II  Term  Loan  Facility, plus one aircraft  previously  financed
under  the  Aircraft  Credit Facility  and  three  747-400  spare
engines  owned by us.  As a result of this refinancing,  we  will
experience lower interest rates and extended terms as compared to
the previous financings.  The AFL III Term Loan Facility consists
of  Term Loan A in the amount of $165 million and Term Loan B  in
the  amount of $135 million, for which interest is based  on  the
Eurodollar  rate,  plus 1.62% and plus 2.00%, respectively.   The
interest  rates on borrowings outstanding under the AFL III  Term
Loan  Facility were 8.36% and 8.74%, respectively,  at  September
30, 2000.  Quarterly scheduled principal payments of $5.0 million
and  $1.7  million,  respectively, commenced  in  July  2000  and
increase   over   time  to  $9.1  million   and   $6.2   million,
respectively, such that Term Loan A is to be fully paid in  April
2005  and Term Loan B is to be fully paid in April 2006,  with  a
final payment of $37.3 million.

     In  April  2000, we amended our Aircraft Credit Facility  to
provide for a $175 million revolving credit facility with a three-
year revolving period and a subsequent two-year term loan period,
commencing at the time an aircraft has been financed by revolving
proceeds for three years.  With respect to the aircraft currently
financed under the Aircraft Credit Facility, the term loan period
will  be from March 31, 2003 to March 30, 2005 in the event  that
permanent  financing  has  not  been  obtained  for  such  flight
equipment  financed  under the facility.  At  the  time  of  each
borrowing,  we must select either a Base Rate Loan  (prime  rate,
plus  0.75%)  or  a Eurodollar Rate Loan (Eurodollar  rate,  plus
1.75%).   As  of  September 30, 2000, we had approximately  $51.3
million  outstanding  under  the Aircraft  Credit  Facility.   We
selected  the  Eurodollar Rate Loan commencing in May  2000,  for
which  the  resulting interest rate is 8.31% as of September  30,
2000.

     In  May  2000,  we  refinanced one of our 747-200  freighter
aircraft with a group of European banks for a term of five years,
at  a  LIBOR rate, plus 1.50%, with a resulting interest rate  of
8.19%  as  of  September 30, 2000.  This aircraft was  previously
financed under the Aircraft Credit Facility.

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

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

     In June 2000 we completed an offering of 3,465,000 shares of
common stock for net proceeds of $104 million.  Approximately $86
million  and  $10  million  of the proceeds  were  used  for  the
retirement  of  debt  during  the  second  and  third   quarters,
respectively.

     In   September   2000,  we  entered  into  a  sale-leaseback
transaction for one of our 747-200 freighter aircraft.   The  net
book  value  of this aircraft and the related debt  were  removed
from the balance sheet.

     In  September  2000,  we terminated our agreement  with  Mr.
Chowdry  which had provided for a sharing of the acquisition  and
financing  costs  of  the Boeing Business  Jet  ("BBJ")  used  to
transport our executives on business trips throughout the  world.
The  effect  of  the  termination agreement was  to  release  Mr.
Chowdry  from  his  obligations to share in the  acquisition  and
financing  costs of the BBJ in return for Mr. Chowdry's releasing
us of our obligation to share the net proceeds of the disposition
of any BBJ with Mr. Chowdry.

     In   October   2000,   we  entered  into  a   sale-leaseback
transaction for one of our 747-200 freighter aircraft.   The  net
book value of this aircraft and the related debt was removed from
the balance sheet.

     In  October  2000,  we exercised options  under  the  Boeing
Purchase  Agreement for four additional 747-400's to be delivered
in 2002.

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

     Under  the  Federal  Aviation Administration's  (the  "FAA")
Directives  issued  under its "Aging Aircraft"  program,  we  are
subject  to  extensive aircraft examinations and will be required
to undertake structural modifications to our fleet to address the
problem  of corrosion and structural fatigue.  In November  1994,
Boeing issued Nacelle Strut Modification Service Bulletins  which
have  been  converted into Directives by the  FAA.   All  of  our
Boeing  747-200  aircraft have been brought into compliance  with
such  Directives.   As part of the FAA's overall  Aging  Aircraft
program,  it  has issued Directives requiring certain  additional
aircraft modifications to be accomplished.  We estimate that  the
modification  costs per 747-200 aircraft will  range  between  $2
million  and $3 million.  Fourteen aircraft in our 747-200  fleet
have  already  undergone the major portion of such modifications.
The  remaining  eight 747-200 aircraft will require  modification
prior  to the year 2009.  Other Directives have been issued  that
require  inspections and minor modifications  to  Boeing  747-200
aircraft.  The 747-300 aircraft acquired by the Company are  also
undergoing   these  modifications  in  conjunction   with   their
conversion from combi to full freighter configuration.  The newly
manufactured 747-400 freighter aircraft were delivered to  us  in
compliance  with all existing FAA Directives at their  respective
delivery  dates.   It  is  possible  that  additional  Directives
applicable  to the types of aircraft or engines included  in  our
fleet  could be issued in the future, the cost of which could  be
substantial.

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

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

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

Recently Issued Accounting Standards

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

     In  December  1999,  the Securities and Exchange  Commission
(the  "SEC")  issued Staff Accounting Bulletin ("SAB")  No.  101,
"Revenue  Recognition  in  Financial Statements."   SAB  No.  101
summarizes the SEC's views on the application of GAAP to  revenue
recognition.  In June 2000, the SEC released SAB  No.  101B  that
delays the implementation date of SAB 101 until no later than the
fourth  fiscal  quarter of fiscal years beginning after  December
15, 1999.  The Company has reviewed SAB No. 101 and believes that
it  is  in  compliance with the SEC's interpretation  of  revenue
recognition.

     In  March  2000,  the  FASB issued  Interpretation  No.  44,
"Accounting    for    Certain   Transactions   involving    Stock
Compensation."  This Interpretation clarifies (a) the  definition
of  employee for purposes of applying APB Opinion No. 25, (b) the
criteria   for  determining  whether  a  plan  qualifies   as   a
noncompensatory plan, (c) the accounting consequence  of  various
modifications to the terms of a previously fixed stock option  or
award,   and  (d)  the  accounting  for  an  exchange  of   stock
compensation  awards in a business combination. The  adoption  of
this  Interpretation   has  not had  a  material  impact  on  the
Company's financial position or operating results.

Forward-looking Information

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

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

- worldwide business and economic conditions;

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

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

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

- normalized aircraft operating costs and reliability;

- management of growth and complying with FAA policies;

- the continued productivity of our workforce;

- dependence on key personnel; and

- other regulatory requirements.

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

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

There have been no material changes in the Company's market  risk
sensitive instruments and positions since its disclosure  in  its
Annual Report on Form 10-K for the year ended December 31, 1999.

                ATLAS AIR, INC. AND SUBSIDIARIES




                   PART II. OTHER INFORMATION


ITEM 1.                       LEGAL PROCEEDINGS

      There were no reportable events and no material changes  in
any pending legal proceedings as reported in the Company's filing
of form 10-Q for the quarter ended June 30, 2000.



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 9, 2000      By:   /s/ Stuart G. Weinroth
                                   Stuart G. Weinroth
                                   Vice President - Controller &
                                   Financial Planning
                                   Principal Accounting Officer