6

                              
                              
                              
                              
                              
                          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 March 31, 1998

[    ]    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 May 4, 1998 the Registrant had 22,495,753 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-
             March 31, 1998 and December 31, 1997

          Consolidated Statements of Operations-
             Three Months Ended March 31, 1998 and 1997

          Consolidated Statements of Cash Flows-
             Three Months Ended March 31, 1998 and 1997

          Notes to Consolidated Financial Statements

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

PART II.  OTHER INFORMATION

   Item 6.Exhibits and Reports on Form 8-K

          Exhibit 27 - Financial Data Schedule

          Signatures


              ATLAS AIR, INC. AND SUBSIDIARIES
                              
                 CONSOLIDATED BALANCE SHEETS
              (In thousands, except share data)
                                        March 31,     December 31,
                                          1998          1997
                                       (Unaudited)   
                             ASSETS
Current assets:                                                 
  Cash and cash equivalents             $   61,978    $   41,334
  Short-term investments                    28,361       111,635
  Accounts receivable and other, net        46,427        55,702
       Total current assets                136,766       208,671
Property and equipment:                                         
  Flight equipment                       1,269,459     1,154,562
  Other                                      7,946         7,607
                                         1,277,405     1,162,169
  Less accumulated depreciation          (100,593)      (98,959)
        Net property and equipment       1,176,812     1,063,210
Other assets:                                                   
  Debt issuance costs, net of                                   
    accumulated amortization                20,451        21,705
  Deferred lease costs                      21,630            --
  Deposits and other                         4,043         3,829
                                            46,124        25,534
            Total assets                $1,359,702    $1,297,415
                                                              
              LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:                                            
  Current portion of long-term debt     $   49,025    $   40,049
  Accounts payable and accrued                                  
   expenses                                 79,286        88,105
  Income tax payable                         2,208           154
       Total current liabilities           130,519       128,308
Long-term debt, net of current portion     726,191       736,026
Deferred aircraft obligations              225,936       163,167
Deferred income tax payable                 31,841        31,085
Commitments and contingencies                                   
Stockholders' equity:                                           
  Preferred Stock, $1 par value;                                
   10,000,000 shares authorized;                                
   no shares issued                             --            --
  Common Stock, $0.01 par value;                                
   50,000,000 shares authorized;
   22,511,659 and 22,450,229 shares                             
   issued, respectively                        225           225
  Additional paid-in capital               177,288       176,253
  Retained earnings                         68,098        62,803
  Treasury Stock, at cost; 15,906 and                           
   19,073 shares, respectively               (396)         (452)
       Total stockholders' equity          245,215       238,829
            Total liabilities and                               
              stockholders' equity      $1,359,702    $1,297,415
                                                     
      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 amounts)
                         (Unaudited)

                                                 
                                        Three Months Ended
                                             March 31,
                                         1998         1997
Revenues:                                                    
  Contract services                      $77,611    $ 76,816
  Scheduled services                         185       3,252
  Charters and other                       1,838       1,981
       Total operating revenues           79,634      82,049
                                                            
Operating expenses:                                         
  Flight crew salaries and benefits        6,757       6,817
  Other flight-related expenses            6,519       6,366
  Maintenance                             20,521      23,328
  Aircraft and engine rentals              1,241       7,776
  Fuel and ground handling                 2,002       3,166
  Depreciation and amortization           12,230       9,477
  Other                                    8,821       7,977
       Total operating expenses           58,091      64,907
Operating income                          21,543      17,142
Other income (expense):                                     
  Interest income                          1,661       1,909
  Interest expense                      (14,775)     (11,157)
                                        (13,114)      (9,248)
Income before income taxes                 8,429       7,894
Provision for income taxes               (3,119)      (2,881)
        Net income                       $ 5,310    $  5,013
                                                            
Basic earnings per share:                                   
  Net income                             $   .24    $    .22
  Weighted average common shares          22,478      22,450
Diluted earnings per share:                                 
  Net income                             $   .24    $    .22
  Weighted average common shares          22,556      22,543
                                                            
                                                    
                                                    
    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)

                                                  
                                         Three Months Ended
                                              March 31,
                                          1998         1997
Operating activities:                               
Net income                             $   5,310    $   5,013
Adjustments to reconcile net income to                       
net cash provided by operating
activities:
  Depreciation and amortization           12,372        9,818
  Amortization of debt issuance costs      1,254          767
  Change in deferred income tax                              
   payable                                   756        1,110
  Changes in operating assets and                            
   liabilities:
    Accounts receivable and other          9,275       (7,149)
    Deposits and other                      (214)       1,422
    Accounts payable and accrued                              
    expenses                              (8,819)        (816)
    Income tax payable                     2,054       (5,083)
                                                             
      Net cash provided by operating                         
       activities                         21,988        5,082
                                                             
Investment activities:                                       
Purchase of property and equipment       (63,205)     (39,348)
Purchase of short-term investments       (23,722)     (56,428)
Maturity of short-term investments       106,996       70,073
      Net cash provided by (used in)                          
       investing activities               20,069      (25,703)
                                                             
Financing activities:                                        
Issuance of Common Stock                   1,035           --
Purchase of Treasury Stock                  (120)        (161)
Issuance of Treasury Stock                   161          163
Borrowings on notes payable                6,801       67,537
Principal payments on notes payable       (7,660)     (33,144)
Debt issuance costs                           --       (1,539)
Deferred lease costs                     (21,630)          --
      Net cash (used in) provided by                         
       financing activities              (21,413)      32,856
                                                             
Net increase in cash                      20,644       12,235
Cash and cash equivalents at beginning                       
of period                                 41,334        9,793
Cash and cash equivalents at end of                          
period                                 $  61,978    $  22,028
                                                    
     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") as
of March 31, 1998 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, 1997 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  1997, the Financial Accounting Standards  Board
issued  SFAS  No. 130 "Reporting Comprehensive Income,"  which
establishes   standards   for   reporting   and   display   of
comprehensive  income and its components  in  a  full  set  of
general  purpose financial statements. The objective  of  SFAS
No. 130 is to report a measure of all changes in equity of  an
enterprise  that result from transactions and  other  economic
events  of  the  period other than transactions  with  owners.
Comprehensive   income   includes  net   income   plus   other
comprehensive  income  (other revenues, expenses,  gains,  and
losses  that  under  Generally Accepted Accounting  Principles
bypass   net   income).  On  January  1,  1998,  the   Company
implemented  SFAS  No. 130.  The Company believes  that  other
comprehensive income is not material and as such  the  Company
has   not   included   a   separate  presentation   of   other
comprehensive income in its financial statements.

4.   Short-Term Investments

      Proceeds  from  the  secondary public  offering  of  the
Company's  Common  Stock in May 1996, plus  additional  funds,
were  invested  in  various  held-to-maturity  securities,  as
defined  in  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 in the  statement  of  financial
position   only   if   the  reporting   enterprise   has   the
positive  intent  and  ability to  hold  those  securities  to
maturity.   The following table sets forth the aggregate  fair
value,   gross  unrealized  holding  gains,  gross  unrealized
holding  losses, and amortized/accreted cost  basis  by  major
security type as of March 31, 1998 (in thousands):

                                                           
                   Aggregate    Gross       Gross      (Amorti-
                              Unrealized  Unrealized   zation)
  Security Type      Fair      Holding     Holding    Accretion
                     Value      Gains       Losses
                                                     
Medium Term Notes   $  4,993    $     --    $      6      $    --
U.S. Government                                                  
  Agencies            20,085          --           6          108
Market Auction                                                   
  Preferreds           2,900          --          --           --
     Totals         $ 27,978    $     --    $     12      $   108

In  addition,  there  was approximately  $371,000  of  accrued
interest   on  Short-Term  Investments  at  March  31,   1998.
Interest  earned on these investments and maturities of  these
investments  are reinvested in similar securities.   In  April
1998,  the  Company invested approximately $169.5  million  of
proceeds  from  the sale of its 9 1/4% Senior Notes  in  similar
securities (see Note 6).

5.   Commitments and Contingencies

     In  January and February 1998, pursuant to an early lease
termination agreement negotiated in November 1997, the Company
delivered  to  Boeing for modification to cargo  configuration
the  aircraft  acquired from Marine Midland Bank  in  December
1996  and the aircraft acquired from Citicorp Investor  Lease,
Inc.  in May 1997. The first aircraft was re-delivered to  the
Company  at  the end of April 1998 and the second aircraft  is
expected to be re-delivered to the Company early in the  third
quarter of 1998.  The financing for the modification to  cargo
configuration is secured under the Aircraft Acquisition Credit
Facility (as defined in the Company's Form 10-K for 1997), for
which the Company borrowed a total of $3.3 million during  the
first quarter of 1998 with respect to these aircraft.  At  the
end  of  April 1998, the Company borrowed an additional  $13.8
million associated with the final payment for the modification
of the first aircraft upon its re-delivery to the Company.
     
     In  February  1998, the Company completed an offering  of
$538.9  million of Pass Through Certificates,  also  known  as
enhanced  equipment  trust certificates  (the  "EETCs").   The
EETCs  are  not direct obligations of, or guaranteed  by,  the
Company  and  therefore  are  not included  in  the  Company's
consolidated financial statements.  The cash proceeds from the
transaction  were deposited with an escrow agent and  will  be
used  to  finance (through either leveraged leases or  secured
debt  financings) the debt portion of the acquisition cost  of
five  of  the  10 new 747-400 freighter aircraft  from  Boeing
scheduled  to  be delivered to the Company during  the  period
July 1998 through December 1998.  In connection therewith, the
Company  intends to seek certain owner participants  who  will
commit  lease equity financing to be used in leveraged  leases
of  such aircraft.  In November and December 1997, the Company
entered  into  three Treasury Note hedges, approximating  $300
million  of principal, for the purpose of minimizing the  risk
associated with the fluctuations in interest rates, which  are
the  basis  for the pricing of the EETCs which were priced  in
January  1998.  The effect of the hedge resulted in a deferred
cost  of  $6.3  million,  which will  be  amortized  over  the
expected   twenty-year  life associated with  this  financing.
There  can  be no assurance that the Company will be  able  to
obtain  sufficient  financing to  fund  the  purchase  of  the
remaining  five  747-400  freighter  aircraft,  or   if   such
financing  is  available,  that it  will  be  available  on  a
commercially reasonable basis.  If it is unable to do so,  the
Company could be required to modify its expansion plans or  to
incur  higher  than anticipated financing costs,  which  could
have a material adverse effect on the Company.

     In  April  1998, the Company consummated the offering  of
$175 million of unsecured    9 1/4% Senior Notes due 2008 (see
Note 6).
     
     The Company recently entered into a sublease and ramp use
agreement with American Airlines, Inc. for 145,000 square feet
of  hangar,  office  and parking space at Miami  International
Airport in support of the Company's increased operations.  The
lease  is  for a period in excess of four years and  commences
July  1,  1998,  at a monthly rate of approximately  $105,000,
subject to an annual escalation factor.

     Under  the  FAA's  Directives  issued  under  its  "Aging
Aircraft"   program,  the  Company  is  subject  to  extensive
aircraft   examinations  and  may  be  required  to  undertake
structural  modifications 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. Eleven of the Company's
Boeing   747-200  aircraft  will  have  to  be  brought   into
compliance with such Directives within the next three years at
an  estimated  total cost of approximately $5.5  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 aircraft will  range  between  $2
million  and $3 million. Between now and the year  2000,  only
one  aircraft  will require modification and  nine  additional
aircraft  will  require modification prior to the  year  2009.
The remaining eight aircraft in service have already undergone
such  modifications.  The one aircraft undergoing modification
to  freighter  configuration will receive  the  Nacelle  Strut
Modification  as  part  of  the freighter  conversion.   Other
Directives have been issued that require inspections and minor
modifications to Boeing 747-200 aircraft.  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.
     
     On  February 24, 1997, the Company filed a complaint  for
declaratory judgment in the Colorado District Court, Jefferson
County  against  Israel Aircraft Industries Ltd.  ("IAI")  for
mechanical problems the Company experienced with respect to an
aircraft  the  Company sub-leased from IAI.   The  Company  is
seeking approximately $4 million in damages against IAI to  be
offset by the amount, if any, the Company owes IAI pursuant to
the  sub-lease.  IAI had the case removed to the U.S. District
Court,  District of Colorado on April 21, 1997 and  has  filed
counterclaims  alleging  damages of approximately  $9  million
based  on  claims  arising from the  sub-lease.   The  Company
intends to vigorously defend against all of IAI's claims.
     
     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.   The
Company  intends  to vigorously defend against  all  of  ASI's
claims.
     
6.   Subsequent Events

     In  April  1998, the Company consummated the offering  of
$175  million of unsecured    9 1/4% Senior Notes  at  99.867%
due  2008  (the "9 1/4% Senior Notes"). The  proceeds  of  the
offering  will  be used to repay $80 million of  the  Aircraft
Acquisition   Credit  Facility  and  for   general   corporate
purposes,  which  may  include  the  partial  funding  of  the
redemption of the Company's outstanding 12 1/4%  Pass  Through
Certificates  due  2002  (the "Equipment  Notes"),  which  are
subject to redemption at the option of the Company on or after
December  1, 1998.  Interest on the 9  1/4%  Senior  Notes  is
payable semi-annually on April 15 and October 15 of each year,
commencing  October 15, 1998.  The  9 1/4%  Senior  Notes  are
redeemable at the option of the Company, in whole or in  part,
at  any time on or after April 15, 2003, pursuant to a defined
schedule.    The  9  1/4%  Senior  Notes  are   unsubordinated
indebtedness of the Company, ranking pari passu  in  right  of
payment   with   all   existing  and   future   unsubordinated
indebtedness of the Company and senior in right of payment  to
all subordinated indebtedness of the Company.The 9 1/4% Senior
Notes  are  effectively subordinated, however, to all  secured
indebtedness  of  the  Company and  all  existing  and  future
liabilities of the Company's subsidiaries.

       The   Company  is  finalizing  negotiations   for   the
refinancing of one aircraft in the amount of approximately $45
million,  currently  financed under the  Aircraft  Acquisition
Credit  Facility.   There  can  be  no  assurance  that   this
refinancing will be completed.
           MANAGEMENT'S DISCUSSION AND ANALYSIS OF
        FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Results of Operations

      The  cargo operations of the Company's airline customers
are   seasonal   in  nature,  with  peak  activity   occurring
traditionally  in  the second half of the  year,  and  with  a
significant  decline  occurring in the  first  quarter.   This
decline  in  cargo activity is largely due to the decrease  in
shipping that occurs following the December and first  quarter
holiday  seasons associated with the celebration of  Christmas
and  the Chinese New Year.  Certain of the Company's customers
have,  in the past, elected to use that period of the year  to
exercise their contractual options to cancel a limited  number
(generally not more than 5% per year) of guaranteed hours with
the  Company,  and are expected to continue to do  so  in  the
future.  As a result, the Company's revenues typically decline
in  the  first quarter of the year as its contractual aircraft
utilization level temporarily decreases.  The Company seeks to
schedule,   to   the  extent  possible,  its  major   aircraft
maintenance activities during this period to take advantage of
any unutilized aircraft time.

       The  aircraft  acquisitions,  lease  arrangements   and
modification schedule are described in Note 6 of the Company's
December  31,  1997  consolidated financial  statements.   The
timing  of  when  an aircraft enters the Company's  fleet  can
affect  not  only annual performance, but can  make  quarterly
results   vary,   thereby  affecting  the   comparability   of
operations from period to period.

      The  table  below  sets  forth  selected  financial  and
operating  data  for the first quarter of 1998  and  the  four
quarters  of  the  years  ended December  31,  1997  and  1996
(dollars in thousands).

                               1998           1997
                               1st             1st
                             Quarter         Quarter
Total operating revenues        $79,634        $82,049
Operating expenses               58,091         64,907
Operating income                 21,543         17,142
Other income (expense)         (13,114)        (9,248)
Net income                        5,310          5,013
Block hours                      15,388         15,443
Average aircraft operated          17.0           17.2
Operating margin                  27.1%          20.9%


                                       1997
                                  4th       3rd      2nd     1st
                  Cumulative    Quarter   Quarter  Quarter Quarter
  Total operating                                          
   revenues       $401,041   $120,893 $104,197   $93,902  $82,049
  Operating                                                
   expenses        345,039     93,112   82,464   104,556   64,907
  Operating                                                
   income (loss)   56,002      27,781   21,733   (10,654)  17,142
  Other income                                             
   (expense)       (45,469)    (13,383) (11,930) (10,908)  (9,248)
  Net income       23,429      9,143    6,225    3,048      5,013
  Block hours      75,254      22,333   19,937   17,541    15,443
  Average                                                  
   aircraft                                                
   operated         19.5        20.9     20.4     19.5      17.2
  Operating                                                
   margin                                                  
   (deficit)       14.0%       23.0%    20.9%    (11.4)%   20.9%

                                             1996
                                 4th      3rd     2nd     1st
                Cumulative     Quarter  Quarter Quarter Quarter
Total operating                                         
 revenues      $315,659   $104,715  $79,681   $72,614  $58,649
Operating                                               
 expenses       227,596     74,775   59,635    49,947   43,239
Operating                                               
 income         88,063      29,940   20,046    22,667   15,410
Other income                                            
 (expense)      (28,475)    (8,569)  (7,207)   (6,982)  (5,717)
Net income      37,838      13,397    8,201    10,037   6,203       
Block hours     59,445      18,803   15,444    14,073   11,125      
Average                                                 
 aircraft                                               
 operated        14.7        18.4     15.4      14.0     10.8
Operating                                               
 margin          27.9%       28.6%    25.2%     31.2%    26.3%

Operating Revenues and Results of Operations

      Total operating revenues for the quarter ended March 31,
1998  decreased  to $79.6 million from $82.0 million  for  the
same  period in 1997, or approximately 3%.  The average number
of aircraft in the Company's fleet during the first quarter of
1998 was 17.0 compared to 17.2 during the same period in 1997.
Total  block  hours for the first quarter of 1998 were  15,388
compared to 15,443 for the same period in 1997, a decrease  of
less than 1%, principally reflecting the comparability in  the
size  of the Company's fleet period over period.  Revenue  per
block  hour  decreased by approximately 3% to $5,175  for  the
first quarter of 1998 compared to $5,313 for the first quarter
of  1997.  This was substantially due to the decrease  in  the
volume of scheduled service operations period over period, for
which  the  rate  per block hour is higher due  to  additional
operating  costs borne by the Company under such arrangements.
Scheduled service operations are performed on an ad hoc  basis
and  are  dependent upon excess availability of the  Company's
aircraft and customer demand.

      The  Company's operating results improved by 26% from  a
$17.1  million operating profit for the first quarter of  1997
to  an operating profit of $21.5 million for the first quarter
of  1998.   Results of operations were favorably  impacted  by
lower maintenance costs due to the return of the five aircraft
which  the Company had leased from Federal Express Corporation
(the "FedEx Aircraft") upon lease termination at the beginning
of  1998.  The FedEx Aircraft experienced significantly higher
maintenance  costs  compared to  the  other  aircraft  in  the
Company's fleet.  In addition, operating results improved  due
to  the  increase in the percentage of owned aircraft compared
to  leased aircraft in the Company's fleet period over period.
Net  income  of  $5.0 million for the first  quarter  of  1997
increased  to  a  net  income of $5.3 million  for  the  first
quarter of 1998.

Operating Expenses

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

      Flight  crew  salaries  and benefits  include  all  such
expenses  for  the  Company's pilot work force.   Flight  crew
salaries and benefits of $6.8 million in the first quarter  of
1998  was  comparable to the same period of 1997, due  to  the
comparability in the number of aircraft in the Company's fleet
and aircraft block hours.  On a block hour basis, this expense
declined  by  less  than 1% to $439 per  hour  for  the  first
quarter  of  1998 from $441 per hour for the  same  period  in
1997.

      Other flight-related expenses include hull and liability
insurance on the Company's fleet of Boeing 747 aircraft,  crew
travel  and meal expenses, initial and recurring crew training
costs  and  other  expenses necessary to  conduct  its  flight
operations.

      Other flight-related expenses increased slightly to $6.5
million  in  the  first quarter of 1998 from $6.4  million  in
1997,  or  approximately 2%, primarily due to  the  comparable
fleet  size.   On  a  block hour basis,  other  flight-related
expenses  increased by approximately 3% to $424 per  hour  for
the  first  quarter of 1998 from $412 per hour  for  the  same
period in 1997.

      Maintenance expenses include all expenses related to the
upkeep  of the aircraft, including maintenance, labor,  parts,
supplies and maintenance reserves.  The costs of C Checks  and
engine overhauls not otherwise covered by maintenance reserves
are  capitalized as they are incurred and amortized  over  the
life  of the maintenance event.  In addition, in January  1995
the  Company contracted with KLM for a significant part of its
regular maintenance operations and support on a fixed cost per
flight hour basis.  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.

      Maintenance  expense decreased to $20.5 million  in  the
first quarter of 1998 from $23.3 million in the same period of
1997, or approximately 12%, primarily due to the return of the
FedEx Aircraft upon lease termination at the beginning of  the
first  quarter of 1998.  In addition, there were approximately
$1.2  million  of maintenance charges recorded  in  the  first
quarter of the year-earlier period associated with the  return
of two leased aircraft to the lessors.  Excluding the one-time
charges  in  the year-earlier period, on a block  hour  basis,
maintenance  expense decreased by 7% in the first  quarter  of
1998 compared to the first quarter of 1997.

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

      Aircraft  and  engine rentals were $1.2 million  in  the
first  quarter of 1998 compared to $7.8 million  in  the  same
period  of  1997, or a decrease of approximately 84%.   During
the first quarter of 1998, the Company leased one aircraft  as
compared  to  the first quarter of 1997 in which  the  Company
leased five aircraft.  In addition, the Company did not  incur
any  cost for engine rentals in the first quarter of 1998  due
to the increase in spare engines over the year-earlier period.

      Because  of  the nature of the Company's ACMI  contracts
with  its  airline  customers,  under  which  the  Company  is
responsible only for the ownership cost and maintenance of the
aircraft  and for supplying aircraft crews and insurance,  the
Company's airline customers bear all other operating expenses,
including  fuel and fuel servicing; marketing costs associated
with  obtaining cargo; airport cargo handling;  landing  fees;
ground handling; aircraft push-back and de-icing services; and
specific  cargo and mail insurance.  As a result, the  Company
incurs fuel and ground handling expenses only when it operates
on  its  own behalf, either in scheduled services, for ad  hoc
charters  or  for  ferry  flights.   Fuel  expenses  for   the
Company's  non-ACMI contract services include both the  direct
cost  of aircraft fuel as well as the cost of delivering  fuel
into  the  aircraft.   Ground handling expenses  for  non-ACMI
contract  service include the costs associated with  servicing
the  Company's aircraft at the various airports  to  which  it
operates as well as other direct flight related costs.

      Fuel and ground handling costs decreased by 37% to  $2.0
million  for  the first quarter of 1998 from $3.2 million  for
the  first quarter of 1997.  This was primarily due to  a  38%
decrease  in  scheduled service, charter  and  other  non-ACMI
block  hours to 379 block hours in the first quarter  of  1998
from 614 block hours in the year-earlier period.

        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 $12.2
million in the first quarter of 1998 from $9.5 million in  the
same  period  of  1997, or approximately 29%.   This  increase
reflects  the increase in owned aircraft and engines  for  the
first quarter of 1998 over the same period in 1997.

      Other  operating  expenses include salaries,  wages  and
benefits  for all employees other than pilots; accounting  and
legal  expenses; supplies; travel and meal expenses, excluding
those   of   the  aircraft  crews;  commissions;   and   other
miscellaneous operating costs.

     Other operating expenses increased to $8.8 million in the
first quarter of 1998 from $8.0 million in the same period  of
1997,  or  approximately 11%, reflecting the increase  in  the
Company's  operations.  On a block hour basis, these  expenses
increased  to $573 per hour in the first quarter of 1998  from
$517  per  hour  in  the same period of 1997,  or  11%.   This
increase in cost was due primarily to additional personnel and
other  resources  necessary to properly manage  the  Company's
increased  operations and to prepare for the  introduction  of
the  747-400 aircraft into the Company's fleet in  the  second
half of 1998.

Other Income (Expense)

      Other  income (expense) consists of interest income  and
interest  expense.  Interest income decreased to $1.7  million
in  the  first quarter of 1998 from $1.9 million in  the  same
period of 1997, primarily due to the use of the Company's cash
and  cash  equivalents  and  short-term  investments  for  the
purchase of aircraft and general corporate purposes.  Interest
expense  increased to $14.8 million in the  first  quarter  of
1998  from  $11.2  million  in the same  period  of  1997,  or
approximately  32%,  resulting from the increase  in  financed
flight equipment between these periods.

Income Taxes

      Pursuant  to the provisions of SFAS No. 109  "Accounting
for  Income  Taxes," the Company has recorded a tax  provision
based  on tax rates in effect during the period.  Accordingly,
the  Company  accrued taxes at the rate of  37.0%  during  the
first  quarter of 1998 and 36.5% during the first  quarter  of
1997.  Due to significant capital costs, which are depreciated
at an accelerated rate for tax purposes, a significant portion
of  the Company's tax provision in the first quarters of  1998
and 1997 is deferred.

Liquidity and Capital Resources

      At  March  31,  1998,  the Company  had  cash  and  cash
equivalents   of   approximately  $62.0  million,   short-term
investments of approximately $28.4 million and working capital
of  approximately $6.2 million.  During the first  quarter  of
1998,  cash and cash equivalents increased approximately $20.6
million,  principally reflecting cash provided from operations
of  $22.0 million, proceeds from equipment financings of  $6.8
million, net proceeds from the maturity and purchase of short-
term  investments  of  $83.3 million  and  proceeds  from  the
exercise of stock options of $1.0 million, partially offset by
investments  in  flight and other equipment of $63.2  million,
principal  reductions  of indebtedness  of  $7.7  million  and
deferred lease costs associated with the financing of the 747-
400 freighter aircraft of $21.6 million.

     In  June  1997,  the  Company  entered  into  the  Boeing
Purchase  Agreement  to  purchase  10  new  747-400  freighter
aircraft  to  be  powered by GE engines.  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.
The  Company  expects the maximum total amount of pre-delivery
deposits  at  any time outstanding will be approximately  $155
million, approximately $136.1 million of which was paid as  of
March  31, 1998.   For the remainder of 1998 and for the  year
1999,  the  Company  expects to pay $36.6  million  and  $42.6
million,  respectively, in accordance  with  the  pre-delivery
deposits schedule.  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  March  31, 1998, there was $225.9  million  of
deferred  aircraft obligations outstanding  and  the  combined
interest rate was 7.8%.

     In  January and February 1998, pursuant to an early lease
termination agreement negotiated in November 1997, the Company
delivered  to  Boeing for modification to cargo  configuration
the  aircraft  acquired from Marine Midland Bank  in  December
1996  and the aircraft acquired from Citicorp Investor  Lease,
Inc.  in May 1997. The first aircraft was re-delivered to  the
Company  at  the end of April 1998 and the second aircraft  is
expected to be re-delivered to the Company early in the  third
quarter of 1998.  The financing for the modification to  cargo
configuration is secured under the Aircraft Acquisition Credit
Facility (as defined in the Company's Form 10-K for 1997), for
which the Company borrowed a total of $3.3 million during  the
first quarter of 1998 with respect to these aircraft.  At  the
end  of  April 1998, the Company borrowed an additional  $13.8
million associated with the final payment for the modification
of the first aircraft upon its re-delivery to the Company.
     
     In  February  1998, the Company completed an offering  of
$538.9  million of Pass Through Certificates,  also  known  as
enhanced  equipment  trust certificates  (the  "EETCs").   The
EETCs  are  not direct obligations of, or guaranteed  by,  the
Company  and  therefore  are  not included  in  the  Company's
consolidated financial statements.  The cash proceeds from the
transaction  were deposited with an escrow agent and  will  be
used  to  finance (through either leveraged leases or  secured
debt  financings) the debt portion of the acquisition cost  of
five  of  the  10 new 747-400 freighter aircraft  from  Boeing
scheduled  to  be delivered to the Company during  the  period
July 1998 through December 1998.  In connection therewith, the
Company  intends to seek certain owner participants  who  will
commit  lease equity financing to be used in leveraged  leases
of  such aircraft.  In November and December 1997, the Company
entered  into  three Treasury Note hedges, approximating  $300
million  of principal, for the purpose of minimizing the  risk
associated with the fluctuations in interest rates, which  are
the  basis  for the pricing of the EETCs which were priced  in
January  1998.  The effect of the hedge resulted in a deferred
cost  of  $6.3  million,  which will  be  amortized  over  the
expected   twenty-year  life associated with  this  financing.
There  can  be no assurance that the Company will be  able  to
obtain  sufficient  financing to  fund  the  purchase  of  the
remaining  five  747-400  freighter  aircraft,  or   if   such
financing  is  available,  that it  will  be  available  on  a
commercially reasonable basis.  If it is unable to do so,  the
Company could be required to modify its expansion plans or  to
incur  higher  than anticipated financing costs,  which  could
have a material adverse effect on the Company.

     In  April  1998, the Company consummated the offering  of
$175  million of unsecured      9 1/4% Senior Notes  at  99.867%
due  2008  (the  "9 1/4% Senior Notes").  The  proceeds  of  the
offering  will  be used to repay $80 million of  the  Aircraft
Acquisition   Credit  Facility  and  for   general   corporate
purposes,  which  may  include  the  partial  funding  of  the
redemption  of  the Company's outstanding 12 1/4%  Pass  Through
Certificates  due  2002  (the "Equipment  Notes"),  which  are
subject to redemption at the option of the Company on or after
December  1,  1998.   Interest on the 9  1/4%  Senior  Notes  is
payable semi-annually on April 15 and October 15 of each year,
commencing  October  15, 1998.  The  9  1/4%  Senior  Notes  are
redeemable at the option of the Company, in whole or in  part,
at  any time on or after April 15, 2003, pursuant to a defined
schedule.    The   9   1/4%  Senior  Notes  are   unsubordinated
indebtedness of the Company, ranking pari passu  in  right  of
payment   with   all   existing  and   future   unsubordinated
indebtedness of the Company and senior in right of payment  to
all subordinated indebtedness of the Company.  The 9 1/4% Senior
Notes  are  effectively subordinated, however, to all  secured
indebtedness  of  the  Company and  all  existing  and  future
liabilities of the Company's subsidiaries.
     
     The Company recently entered into a sublease and ramp use
agreement with American Airlines, Inc. for 145,000 square feet
of  hangar,  office  and parking space at Miami  International
Airport in support of the Company's increased operations.  The
lease  is  for a period in excess of four years and  commences
July  1,  1998,  at a monthly rate of approximately  $105,000,
subject to an annual escalation factor.

      Due to the contractual nature of the Company's business,
the  Company's management does not consider its operations  to
be  highly working capital-intensive in nature.  Because  most
of  the non-ACMI costs normally associated with operations are
borne by and directly paid for by the Company's customers, the
Company  does  not incur significant costs in advance  of  the
receipt  of  corresponding revenues.   Moreover,  ACMI  costs,
which  are  the  responsibility of the Company, are  generally
incurred  on  a  regular, periodic basis ranging  from  flight
hours  to months.  These costs are largely matched by  revenue
receipts, as the Company's contracts require regular  payments
from  its  customers,  based  upon  current  flight  activity,
generally  every two to four weeks.  As a result, the  Company
has  not  in the past had a requirement for a working  capital
facility.   The  Company  is  exploring  the  possibility   of
entering into an unsecured line of credit for general  working
capital purposes.

     Under  the  FAA's  Directives  issued  under  its  "Aging
Aircraft"   program,  the  Company  is  subject  to  extensive
aircraft   examinations  and  may  be  required  to  undertake
structural  modifications 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. Eleven of the Company's
Boeing   747-200  aircraft  will  have  to  be  brought   into
compliance with such Directives within the next three years at
an  estimated  total cost of approximately $5.5  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 aircraft will  range  between  $2
million  and $3 million. Between now and the year  2000,  only
one  aircraft  will require modification and  nine  additional
aircraft  will  require modification prior to the  year  2009.
The remaining eight aircraft in service have already undergone
such  modifications.  The one aircraft undergoing modification
to  freighter  configuration will receive  the  Nacelle  Strut
Modification  as  part  of  the freighter  conversion.   Other
Directives have been issued that require inspections and minor
modifications to Boeing 747-200 aircraft.  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  has  initiated a  review  of  its  internal
information  systems  for  any Year 2000  transition  problems
through   a   company-wide  effort,  assisted  by  Year   2000
experienced consultants, to address internal Year 2000  system
issues  and,  jointly with industry trade groups,  to  address
issues  related to key business partners which are  common  to
other  air  carriers.   The  Company  has  not  completed  the
development  of  the  remediation approach  for  all  affected
areas.   As  a  result, the Company cannot estimate  what  the
total  cost will be to implement remediation efforts  for  all
critical  operational systems.  However, due to the  Company's
relatively young systems, the Company's advanced client server
and data base architecture, and the Company's partial reliance
on  vendor stated Year 2000 compliant third-party systems, the
Company is confident that such remediation efforts will not be
material.  The Company expects to complete the assessment  and
development stages of this plan by mid-1998, at which time  it
expects  to  be  able  to  make a  reasonable  cost  estimate.
Implementation of all remediation efforts is scheduled  to  be
completed in early 1999.
     
     The  Company has started an ongoing program to review the
status  of  key supplier Year 2000 compliance efforts.   While
the  Company  believes it is taking all appropriate  steps  to
assure  Year 2000 compliance, it is dependent on key  business
partner  compliance to some extent.  The Year 2000 problem  is
pervasive  and complex, as virtually every computer  operation
will be affected in some way.  Consequently, no assurance  can
be  given  that  Year 2000 compliance can be achieved  without
costs  that  might  affect future financial results  or  cause
reported   financial  information  not   to   be   necessarily
indicative  of  future operating results or  future  financial
condition.

       The   Company  is  finalizing  negotiations   for   the
refinancing of one aircraft in the amount of approximately $45
million,  currently  financed under the  Aircraft  Acquisition
Credit  Facility.  There is no assurance that this refinancing
will be completed.

     From time to time the Company engages in discussions with
third parties regarding possible acquisitions of aircraft that
could  expand  the Company's operations.  The  Company  is  in
discussions with third parties for the possible acquisition of
additional aircraft for delivery in 1998 and beyond.

      The  Company believes that cash on hand, the  cash  flow
generated  from its operations and the proceeds from  the  May
1996  public  offering of its Common Stock,  the  August  1997
placement of the Senior Notes and the April 1998 placement  of
the  9 1/4%  Senior Notes, coupled with availability under  the
Aircraft Acquisition Credit Facility and the proceeds  of  the
EETCs, will be sufficient to meet its normal ongoing liquidity
needs, at least through 1998.

Forward-looking Information

     To the extent that any of the statements contained herein
relating to the Company's 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; the continued productivity
of  its workforce; dependence on key personnel; and regulatory
matters.  For additional information regarding these and other
risk factors, reference is made to the Company's Annual Report
on Form 10-K for the year ended December 31, 1997.
              ATLAS AIR, INC. AND SUBSIDIARIES
                              
                              
                              
                              
                              
                 PART II. OTHER INFORMATION
                              
                              
                              
ITEM 6.                       EXHIBITS AND REPORTS ON FORM 8-K


a.   Exhibits

          Exhibit 27 - Financial Data Schedule

b.   Reports filed on Form 8-K

          None.
                         SIGNATURES
                              



Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned thereunto duly authorized.




                       ATLAS AIR, INC.
                        (Registrant)
                              
                              
                              
                              
Date:  May 11, 1998 By:  /s/ Stephen C. Nevin
                         Stephen C. Nevin
                         Vice President and Chief Financial
                          Officer
                         Principal Accounting Officer