EXHIBIT 10.6.7

                          CONSENT AND SECOND AMENDMENT



         CONSENT AND SECOND  AMENDMENT (this  "Amendment"),  dated as of May 31,
2005,  among ATLAS  FREIGHTER  LEASING III,  INC., a Delaware  corporation  (the
"Borrower"), the lenders from time to time party to the Credit Agreement (each a
"Lender"  and,  collectively,  the  "Lenders"),  and DEUTSCHE BANK TRUST COMPANY
AMERICAS,  as  Administrative  Agent  (in  such  capacity,  the  "Administrative
Agent").  Unless otherwise defined herein, all capitalized terms used herein and
defined in the Credit  Agreement  referred  to below are used  herein as therein
defined.


                              W I T N E S S E T H :
                              - - - - - - - - - -

         WHEREAS,  the Borrower,  the Lenders and the  Administrative  Agent are
parties to that certain Amended and Restated Credit Agreement,  dated as of July
27, 2004 (as amended,  supplemented and/or otherwise modified from time to time,
the "Credit Agreement");

         WHEREAS,  the Borrower has  requested  that the Lenders  amend  certain
provisions of the Credit Agreement and enter into certain consents in respect of
the  Credit  Agreement,  each of the  Leases  and each of the  Aircraft  Chattel
Mortgages as set forth below; and

         WHEREAS,  on January 24, 2005,  Airframe  N808MC and Engine Nos. 517943
and 455157 (collectively, the "Damaged Engines") were damaged in an accident;


         NOW, THEREFORE, it is agreed;

A.       AMENDMENTS TO THE CREDIT AGREEMENT

         1.       The definition of "Spare Engine Pool" appearing in Section 1.1
of the Credit  Agreement is hereby  amended by (x)  deleting  the text  "455167"
appearing therein, and (y) inserting the text "517557" in lieu thereof.

         2.       The proviso to Section  2.4B(ii)(c) of the Credit Agreement is
hereby  amended by (x) deleting the text "Section  4(f)(iv)(A)  or  4(f)(iv)(B)"
appearing  therein,  and  (y)  inserting  the  text  "Section   4(f)(iii)(A)  or
4(f)(iii)(B)" in lieu thereof.

         3.       Schedule  2.3 of the Credit  Agreement  is hereby  amended and
restated in the form of Schedule 2.3 attached hereto.

B.       CONSENT

         1.       The Lenders  hereby  consent  and agree to (i) the  settlement
(the  "Settlement")  entered into by the Borrower with its insurance  carrier in
respect of the damage to Airframe N808MC and the Damaged Engines as set forth in
that certain  letter dated April 6, 2005 from Atlas Air Worldwide  Holdings Inc.
to Willis Global Aviation,  (ii) the mandatory  prepayment (the "Prepayment") to
the Lenders in accordance with Section 2.4B(ii)(b) of the Credit Agreement,  for
application to the Loans in accordance with Section 2.4B(iii)(b) of the Credit

<PAGE>

Agreement, of $12,249,824 (the "Net Proceeds"),  which is an amount equal to the
gross cash proceeds under the Settlement,  totaling $12,550,000, less actual and
documented  reasonable costs incurred in connection with the Settlement,  in the
amount of $300,176,  (iii) the Prepayment  being made by Atlas, on behalf of the
Borrower, in advance of the receipt of cash payments under the Settlement,  (iv)
the Prepayment as full satisfaction of the Borrower's  obligations under Section
2.4B(ii)(b) of the Credit Agreement in respect of the Settlement and relating to
Airframe  N808MC and the Damaged  Engines,  (v) the  termination of the Lease in
respect of Aircraft N808MC,  and (vi) the sale of Airframe  N808MC,  the Damaged
Engines and Engine Nos. 517598 and 517658 by the Borrower to Atlas.

         2.       The Lenders  hereby  consent and authorize the  Administrative
Agent to enter into such amendments to the Aircraft Chattel Mortgages and to the
Leases,  in respect of Aircraft N808MC and of each of the Damaged  Engines,  and
such  other  related  documents,  agreements  and  instruments  (the  "Amendment
Documents")  deemed  necessary  or  desirable  by the  Administrative  Agent  to
implement the  transactions  contemplated  by the Settlement and the Prepayment,
including to release the Administrative  Agent's Lien on Airframe N808MC, on the
Damaged  Engines,  and on Engine  Nos.  517598 and 517658  and to  disclaim  any
interest of the Administrative Agent in the Settlement.

         3.       The Lenders  hereby  consent to further amend Section 14(b) of
each  of the  Leases  and  Section  4(g)(ii)  of each  of the  Aircraft  Chattel
Mortgages  to reduce  the  minimum  required  insured  value in  respect of each
Aircraft to the greater of the Stipulated  Loss Value (as defined in each Lease)
and $15,000,000.

C.       MISCELLANEOUS PROVISIONS

         1.       In order to induce the  Lenders to enter into this  Amendment,

the Borrower hereby  represents and warrants to each of the Lenders that (i) all
of the representations and warranties (excluding,  solely in respect of Aircraft
N808MC, Engine 517943 and Engine 455167, the representations and warranties made
in Section 4.5(B) of the Credit Agreement) contained in the Credit Agreement and
in the other Loan Documents are true and correct in all material respects on and
as of the Swap Consent  Effective Date and the Second  Amendment  Effective Date
(each as defined  below),  both before and after giving effect to this Amendment
(unless such  representations  and warranties relate to a specific earlier date,
in which case such  representations  and warranties shall be true and correct as
of such earlier  date),  and (ii) there exists no Default or Event of Default on
the Swap Consent Effective Date and on the Second Amendment Effective Date, both
before  and after  giving  effect to this  Amendment.

         2.       This   Amendment  is  limited  as  specified   and  shall  not
constitute  an  amendment,  modification,  acceptance  or  waiver  of any  other
provision of the Credit Agreement or any other Loan Document.

         3.       This  Amendment may be executed in any number of  counterparts
and by the  different  parties  hereto on separate  counterparts,  each of which
counterparts when executed and delivered shall be an original,  but all of which
shall  together  constitute  one and the  same  instrument.  A  complete  set of
counterparts  executed  by all the  parties  hereto  shall  be  lodged  with the
Borrower and the Administrative Agent.

                                      -2-
<PAGE>

         4.       THIS  AMENDMENT AND THE RIGHTS AND  OBLIGATIONS OF THE PARTIES
HEREUNDER  SHALL BE CONSTRUED IN ACCORDANCE  WITH AND GOVERNED BY THE LAW OF THE
STATE OF NEW YORK.

         5.       The amendment  provided in Section A.1 above,  and the consent
provided in Section B.2 above,  solely as such consent relates to the amendments
to the Leases  and to the  Aircraft  Chattel  Mortgages  in respect of  Aircraft
N808MC, Aircraft N517MC and the Spare Engine Pool, and related documentation, in
all cases  required to implement the "swap" under the relevant Loan Documents of
(x) Engine No.  517577 for  Engine  No.  455167,  and (y) Engine No.  517612 for
Engine  No.  517943,  shall  become  effective  on the date (the  "SWAP  CONSENT
EFFECTIVE  Date") when the Borrower and the Required Lenders shall have signed a
counterpart  hereof (whether the same or different  counterparts) and shall have
delivered (including by way of telecopier) the same to the Administrative Agent.
This Amendment,  including all other  amendments and consents  hereunder,  shall
become  effective on the date (the "SECOND  Amendment  Effective Date") when the
Borrower  and the  Required  Lenders  shall  have  signed a  counterpart  hereof
(whether the same or different counterparts) and shall have delivered (including
by way of telecopier) the same to the  Administrative  Agent, the Administrative
Agent shall have received  (including by way of telecopier)  the other Amendment
Documents  and  related  legal  opinions  duly  executed  and  delivered  by the
appropriate  parties thereto,  and the Administrative  Agent shall have received
the Net Proceeds in immediately available funds.

         6.       From and after the Swap Consent  Effective Date and the Second
Amendment  Effective  Date,  all  references in the Credit  Agreement and in the
other Loan Documents to the Credit Agreement shall be deemed to be referenced to
the Credit Agreement as modified hereby.

                                   *   *   *



                                      -3-
<PAGE>

IN WITNESS WHEREOF, the undersigned have caused this Amendment to be duly
executed and delivered as of the date first written above.

                    ATLAS FREIGHTER LEASING III, INC.

                    By: /s/ William C. Bradley
                        ----------------------------------
                        Name:  WILLIAM C. BRADLEY
                        Title: TREASURER & SECRETARY

<PAGE>

                    DEUTSCHE BANK TRUST COMPANY AMERICAS,
                    as Administrative Agent

                    By: /s/ Mark B. Cohen
                        ----------------------------------
                        Name:  Mark B. Cohen
                        Title: Managing Director

                    By: /s/ Steven A. Cohen
                        ----------------------------------
                        Name:  Steven A. Cohen
                        Title: Director
<PAGE>

                    NAME OF LENDER:

                    ANCHORAGE CAPITAL MASTER OFFSHORE, LTD.

                    By: /s/ Kevin Ulrich
                        ----------------------------------
                        Name:  Kevin Ulrich
                        Title: Director










                [Signature Page to Second Amendment and Consent
                 to the Amended and Restated Credit Agreement]
<PAGE>

                    NAME OF LENDER:

                    Canpartners Investments IV, LLC.

                    By: /s/ R. Christian B. Evensen
                        ----------------------------------
                        Name:  R. Christian B. Evensen
                        Title: Managing Director



PROPORTIONATE VOTING PROVISION

The above signed, CANPARTNERS INVESTMENTS IV, LLC ("Canyon"), is a Lender to
ATLAS FREIGNTER LEASING III, INC., dated as of JULY 27, 2004 (the "Credit
Agreement"). Canyon's approval of a CONSENT AND SECOND AMENDMENT has been
requested pursuant to the terms of the Credit Agreement.

Canyon hereby votes its percentage interest as a Lender in favor of and/or
against the approval of the CONSENT AND SECOND AMENDMENT in direct proportion to
the votes of those other Lenders under the Credit Agreement that have voted for
or against the approval of the CONSENT AND SECOND AMENDMENT (without counting
failure to vote or abstentions.)








                [Signature Page to Second Amendment and Consent
                 to the Amended and Restated Credit Agreement]
<PAGE>

                    NAME OF LENDER:

                    CITIGROUP FINANCIAL PRODUCTS, INC.,

                    By: /s/ Vincent Farrell
                        ----------------------------------
                        Name:
                        Title: AUTHORIZED SIGNATORY







                [Signature Page to Second Amendment and Consent
                 to the Amended and Restated Credit Agreement]
<PAGE>

                    NAME OF LENDER:

                    LISPENARD STREET CREDIT (MASTER) LTD.

                    By: /s/ Timothy Joyce
                        ----------------------------------
                        Name:  Timothy Joyce
                        Title: Managing Director







                [Signature Page to Second Amendment and Consent
                 to the Amended and Restated Credit Agreement]
<PAGE>


                    NAME OF LENDER:

                    Intermarket Corp, as agent for Fernwood Associates,
                    Fernwood Restructurings, Fernwood Foundation Fund

                    By: /s/ Thomas P. Borger
                        ----------------------------------
                        Name:  Thomas P. Borger
                        Title: Managing Director







                [Signature Page to Second Amendment and Consent
                 to the Amended and Restated Credit Agreement]
<PAGE>

                    NAME OF LENDER:

                    GOLDMAN SACHS CREDIT PARTNERS LP

                    By: /s/ Pedro Ramirez
                        ----------------------------------
                        Name:  Pedro Ramirez
                        Title: Authorized Signatory







                [Signature Page to Second Amendment and Consent
                 to the Amended and Restated Credit Agreement]
<PAGE>

                    NAME OF LENDER:

                    MERRILL LYNCH CREDIT PRODUCTS, LLC

                    By: /s/ Neyda Darias
                        ----------------------------------
                        Name:  NEYDA DARIAS
                        Title: VICE PRESIDENT







                [Signature Page to Second Amendment and Consent
                 to the Amended and Restated Credit Agreement]
<PAGE>

                    Sankaty Advisors, LLC as Collateral
                    Manager for Prospect Funding I,
                    LLC as Term Lender

                    NAME OF LENDER:

                    By: /s/ Timothy Barns
                        ----------------------------------
                        Name:  Timothy Barns
                        Title: Managing Director







                [Signature Page to Second Amendment and Consent
                 to the Amended and Restated Credit Agreement]
<PAGE>

                    RZB FINANCE LLC:

                    By: /s/ Christoph Hoedl
                        ----------------------------------
                        Name:  CHRISTOPH HOEDL
                        Title: GROUP VICE PRESIDENT

                    By: /s/ John A. Valiska
                        ----------------------------------
                        Name:  JOHN A. VALISKA
                        Title: FIRST VICE PRESIDENT




                [Signature Page to Second Amendment and Consent
                 to the Amended and Restated Credit Agreement]
<PAGE>


                    Sankaty High Yield Asset Partners, L.P.

                    NAME OF LENDER:

                    By: /s/ Timothy Barns
                        ----------------------------------
                        Name:  TIMOTHY BARNS
                        Title: SENIOR VICE PRESIDENT






                [Signature Page to Second Amendment and Consent
                 to the Amended and Restated Credit Agreement]
<PAGE>

                    Sankaty High Yield Partners II, L.P.

                    NAME OF LENDER:

                    By: /s/ Timothy Barns
                        ----------------------------------
                        Name:  TIMOTHY BARNS
                        Title: SENIOR VICE PRESIDENT






                [Signature Page to Second Amendment and Consent
                 to the Amended and Restated Credit Agreement]
<PAGE>

                    Sankaty High Yield Partners III, L.P.

                    NAME OF LENDER:

                    By: /s/ Timothy Barns
                        ----------------------------------
                        Name:  TIMOTHY BARNS
                        Title: SENIOR VICE PRESIDENT






                [Signature Page to Second Amendment and Consent
                 to the Amended and Restated Credit Agreement]
<PAGE>

                    Sankaty High Yield Partners III, L.P.

                    NAME OF LENDER:

                    By: /s/ Timothy Barns
                        ----------------------------------
                        Name:  TIMOTHY BARNS
                        Title: SENIOR VICE PRESIDENT






                [Signature Page to Second Amendment and Consent
                 to the Amended and Restated Credit Agreement]

<PAGE>


                    NAME OF LENDER:

                    SOL Loan Funding LLC for itself or as agent for
                    SOL2 Loan Funding LLC


                    By: /s/ Suzanne Smith
                        ----------------------------------
                        Name:  SUZANNE SMITH
                        Title: AS ATTORNEY-IN-FACT






                [Signature Page to Second Amendment and Consent
                 to the Amended and Restated Credit Agreement]
<PAGE>

                    NAME OF LENDER:

                    U.S. BANK NATIONAL ASSOCIATION


                    By: /s/ Dale L. Welke
                        ----------------------------------
                        Name:  Dale l. Welke
                        Title: Vice President






                [Signature Page to Second Amendment and Consent
                 to the Amended and Restated Credit Agreement]