EXHIBIT 10.5.2

                                 FIRST AMENDMENT

      FIRST AMENDMENT (this "AMENDMENT"), dated as of November 30, 2004, among
ATLAS AIR WORLDWIDE HOLDINGS, INC., a Delaware corporation ("HOLDINGS"), ATLAS
AIR, INC., a Delaware corporation ("COMPANY"), 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.

                                   WITNESSETH:

      WHEREAS, Holdings, Company, the Lenders and the Administrative Agent have
entered into a Fifth Amended and Restated Credit Agreement, dated as of July 27,
2004 (the "CREDIT AGREEMENT"); and

      WHEREAS, subject to the terms and conditions set forth below, the parties
hereto wish to amend certain provisions of the Credit Agreement as provided
herein;

      NOW, THEREFORE, it is agreed;

A.    AMENDMENTS TO THE CREDIT AGREEMENT

      1.    The definition of "ACMI Contract" appearing in Section 1.1 of the
Credit Agreement is hereby amended by deleting such definition in its entirety
and inserting the following text in lieu thereof:

      ""ACMI CONTRACT" means (i) any contract entered into by the Company
      pursuant to which Company furnishes the aircraft, crew, maintenance and
      insurance and customers bear all other operating expenses, (ii) any
      similar contract in which the customer provides the flight crew, all in
      accordance with the Company's historical practices and (iii) any wet lease
      or service contract whereby the Company agrees to furnish an aircraft to a
      third party pursuant to which the aircraft shall at all times be in
      operational control of the Company."

      2.    Section 1.1 of the Credit Agreement is hereby amended by inserting
the following new definition in the appropriate alphabetical order:

      ""BLADE AND DISK CAPITAL EXPENDITURES" means Consolidated Capital
      Expenditures for under platform cracking, including blade and disk
      replacement, required for CF6-80C2 engines."

      3.    The definition of "Exit Facility" appearing in Section 1.1 of the
Credit Agreement is hereby amended by deleting such definition in its entirety
and inserting the following text in lieu thereof:

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      ""EXIT FACILITY" means the primary senior revolving credit facility or
      facilities of the Company and/or Polar Air, whether now existing or
      hereafter arising, which allow the Company and/or Polar Air to borrow and
      reborrow amounts (or have letters of credit issued for its account) up to
      a borrowing base determined by the lenders thereunder, as same may be
      amended, modified, supplemented, refinanced or replaced from time to
      time."

      4.    The definition of "Maximum Capital Expenditure Amount" appearing in
Section 1.1 of the Credit Agreement is hereby amended by deleting such
definition in its entirety and inserting the following text in lieu thereof:

      ""MAXIMUM CAPITAL EXPENDITURE AMOUNT" means for any Fiscal Year,
      $25,000,000."

      5.    Section 6.1(viii) of the Credit Agreement is hereby amended by
deleting the text "Company" appearing therein and inserting the text "Holdings
and its Subsidiaries" in lieu thereof.

      6.    Section 6.2.C. of the Credit Agreement is hereby amended by
inserting the text "and the Exit Facility" immediately following the text "AFL
III Financing Agreement" appearing in the first sentence thereof.

      7.    Section 6.4(iv) of the Credit Agreement is hereby amended by
deleting such section in its entirety and inserting the following text in lieu
thereof:

      "(iv) Holdings and its Subsidiaries, as applicable, may become and remain
      liable with respect to Contingent Obligations arising under the Exit
      Facility;"

      8.    Section 6.7(vii) of the Credit Agreement is hereby amended by
deleting such section in its entirety and inserting the following text in lieu
thereof:

      "(vii) Holdings and its Subsidiaries may make (v) Consolidated Capital
      Expenditures not in excess of the Maximum Capital Expenditure Amount
      during any Fiscal Year, (w) Consolidated Capital Expenditures required to
      retrofit airplanes in order to conform to FAA regulations in an amount not
      to exceed $7,000,000 in the aggregate, (x) Consolidated Capital
      Expenditures constituting the reinvestment of proceeds of Asset Sales not
      required to repay the Loans pursuant to Section 2.4B(ii)(a), (y) BLADE AND
      DISK CAPITAL EXPENDITURES IN AN AMOUNT NOT TO EXCEED $15,000,000 IN THE
      AGGREGATE AND (z) CONSOLIDATED CAPITAL EXPENDITURES REQUIRED TO SATISFY
      BACK-TO-BIRTH TRACEABILITY ISSUES; PROVIDED that up to 50% of any amount
      of such Consolidated Capital Expenditures permitted pursuant to clause (v)
      of this subsection (vii), but not made, in any Fiscal Year may be carried
      forward to and made during the immediately succeeding Fiscal Year (but no
      amount once carried forward to the next Fiscal Year may be carried forward
      to any Fiscal Year thereafter);"

      9.    Section 6.13 of the Credit Agreement is hereby amended by inserting
the following new sentence at the end thereof:

      "Notwithstanding anything to the contrary contained in clause (i) and (ii)
      above in this paragraph, Holdings and its Subsidiaries may pledge shares
      of capital stock of any of its

                                       -2-

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      Subsidiaries (including Holdings and such Subsidiary, but excluding the
      capital stock of AFL III) to secure the Exit Facility or their Contingent
      Obligations thereunder."

B.    MISCELLANEOUS PROVISIONS

      1.    In order to induce the Lenders to enter into this Amendment,
Holdings hereby represents and warrants to each of the Lenders that (i) all of
the representations and warranties contained in the Credit Agreement and in the
other Loan Documents are true and correct in all material respects on and as of
the First Amendment Effective Date, 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 First Amendment Effective Date, both before and after giving
effect to this Amendment.

      2.    This Amendment is limited as specified and shall not constitute a
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 Holdings
and the Administrative Agent.

      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.    This Amendment shall become effective on the date (the "FIRST
AMENDMENT EFFECTIVE DATE") when Holdings, Company 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.

      6.    From and after the First 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.

                                      * * *

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

                                        ATLAS AIR WORLDWIDE HOLDINGS, INC.

                                        By: /s/ T. Wakelee Smith
                                            ------------------------------------
                                            Name: T. Wakelee Smith
                                            Title: Senior Vice President &
                                                   Chief Operating Officer

                                        ATLAS AIR, INC.

                                        By: /s/ Dorinda Pannozzo
                                            ------------------------------------
                                            Name: Dorinda Pannozzo
                                            Title: Assistant Treasurer

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                                        DEUTSCHE BANK TRUST COMPANY
                                        AMERICAS, Individually and as
                                        Administrative Agent

                                        By: /s/ David J. Bell
                                            ------------------------------------
                                            Name: David J. Bell
                                            Title: Managing Director

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                                        CONCORDIA DISTRESSED DEBT FUND, L.P.
                                        ACTING BY AND THROUGH CONCORDIA
                                        ADVISORS, L.L.C.

                                        By: /s/ Robert J. Capozzi
                                            ------------------------------------
                                            Name: Robert J. Capozzi
                                            Title: Portfolio Manager and
                                            Co-head of Distressed Debt Trading

[Signature Page to the First Amendment to the Fifth Amended and Restated Credit
                                   Agreement]

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                                        Fernwood Restructurings Limited

                                        By: /s/
                                            ------------------------------------
                                            Title: VP

[Signature Page to the First Amendment to the Fifth Amended and Restated Credit
                                   Agreement]

<PAGE>

                                        Fernwood Foundation Fund L.P.

                                        By: /s/
                                            ------------------------------------
                                            Title: VP

[Signature Page to the First Amendment to the Fifth Amended and Restated Credit
                                   Agreement]

<PAGE>

                                        Fernwood Associates L.P.

                                        By: /s/
                                            ------------------------------------
                                            Title: VP

[Signature Page to the First Amendment to the Fifth Amended and Restated Credit
                                   Agreement]

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                                        Restoration Holdings Ltd.

                                        By: /s/ Pamela M. Lawrence
                                            ------------------------------------
                                            Title: Manager

[Signature Page to the First Amendment to the Fifth Amended and Restated Credit
                                   Agreement]

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

                                        By: /s/ Timothy Barns
                                            ------------------------------------
                                            Title: Timothy Barns
                                                   Senior Vice President

[Signature Page to the First Amendment to the Fifth Amended and Restated Credit
                                   Agreement]

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                                        Sankaty High Yield Asset Partners, L.P.

                                        By: /s/ Timothy Barns
                                            ------------------------------------
                                            Title: Timothy Barns
                                                   Senior Vice President

[Signature Page to the First Amendment to the Fifth Amended and Restated Credit
                                   Agreement]

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                                        Sankaty High Yield Partners III, L.P.

                                        By: /s/ Timothy Barns
                                            ------------------------------------
                                            Title: Timothy Barns
                                                   Senior Vice President

[Signature Page to the First Amendment to the Fifth Amended and Restated Credit
                                   Agreement]

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                                        Sankaty High Yield Partners II, L.P.

                                        By: /s/ Timothy Barns
                                            ------------------------------------
                                            Title: Timothy Barns
                                                   Senior Vice President

[Signature Page to the First Amendment to the Fifth Amended and Restated Credit
                                   Agreement]

<PAGE>

                                        SOL Loan Funding LLC

                                        By: /s/ Janet Haack
                                            ------------------------------------
                                            Title: JANET HAACK
                                                   AS ATTORNEY-IN-FACT

[Signature Page to the First Amendment to the Fifth Amended and Restated Credit
                                   Agreement]