ATLAS AIR INC
10-Q/A, 1997-11-25
AIR TRANSPORTATION, NONSCHEDULED
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3

                                
                                
                                
                                
                                
                           FORM 10-Q/A
                                
                                
               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549
                                
                                
[ x ]     Quarterly Report Pursuant to Section 13 or 15(d) of the
          Securities Exchange Act of 1934 For the quarterly
          period ended June 30, 1997

[   ]     Transition Report Pursuant to Section 13 or 15(d) of
          the Securities Exchange Act of 1934
                                
                                
                     Commission File Number
                             0-25732
                                
                                
                         ATLAS AIR, INC.
     (Exact name of registrant as specified in its charter)



               Delaware                    84-1207329
(State of other jurisdiction of         (IRS Employer
 incorporation or organization)          Identification No.)
                                
                                
                                
            538 Commons Drive, Golden, Colorado 80401
       (Address of principal executive offices)(Zip Code)
                                
                                
                         (303) 526-5050
      (Registrant's telephone number, including area code)



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

                                   [ x ]   Yes         [   ]   No

As of August 8, 1997 the Registrant had 22,450,229 shares of $.01
par value Common Stock outstanding.

                           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 19, 1997     By:/s/Richard H. Shuyler
                              Richard H. Shuyler
                              Senior Vice President - Finance
                              Chief Financial Officer and
                              Treasurer (Principal Accounting
                              Officer)














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<ARTICLE> 5
<RESTATED> 
<MULTIPLIER> 1000
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          DEC-31-1997
<PERIOD-END>                               JUN-30-1997
<CASH>                                           9,568
<SECURITIES>                                    80,355
<RECEIVABLES>                                   48,985
<ALLOWANCES>                                     5,908
<INVENTORY>                                          0
<CURRENT-ASSETS>                               138,908
<PP&E>                                         748,981
<DEPRECIATION>                                  74,476
<TOTAL-ASSETS>                                 901,761
<CURRENT-LIABILITIES>                          103,782
<BONDS>                                        552,570
                                0
                                          0
<COMMON>                                           225
<OTHER-SE>                                     220,168
<TOTAL-LIABILITY-AND-EQUITY>                   901,761
<SALES>                                        175,951
<TOTAL-REVENUES>                               175,951
<CGS>                                                0
<TOTAL-COSTS>                                  169,463
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                              20,156
<INCOME-PRETAX>                               (13,668)
<INCOME-TAX>                                   (4,989)
<INCOME-CONTINUING>                            (8,679)
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                 16,740
<CHANGES>                                            0
<NET-INCOME>                                     8,061
<EPS-PRIMARY>                                      .36
<EPS-DILUTED>                                        0
        

</TABLE>


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