UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1 )
ATLAS AIR, INC.
(Name of Issuer)
Common Stock $0.01 Par Value
(Title of Class of Securities)
049164 10 6
(CUSIP Number)
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect
to the subject class of securities, and for any subsequent
amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section
18 of the Securities Exchange Act of 1934 ("Act") or
otherwise subject to the liabilities of that section of the
Act but shall be subject to all other provisions of the Act
(however, see the Notes).
CUSIP No. 049164 10 6 13G
1 NAMES OF REPORTING PERSONS S.S. or I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS
Michael A. Chowdry
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ( X )
(b) ( )
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
5 SOLE VOTING POWER
13,256,001
6 SHARED VOTING POWER
7 SOLE DISPOSITIVE POWER
13,256,001
8 SHARED DISPOSITIVE POWER
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
13,256,001
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
59.1%
12 TYPE OF REPORTING PERSON
IN
CUSIP No. 049164 10 6 13G
1 NAMES OF REPORTING PERSONS S.S. or I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS
Chowdry Limited Partnership
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ( X )
(b) ( )
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Wyoming
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
5 SOLE VOTING POWER
5,981,001
6 SHARED VOTING POWER
7 SOLE DISPOSITIVE POWER
5,981,001
8 SHARED DISPOSITIVE POWER
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
5,981,001
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
26.7%
12 TYPE OF REPORTING PERSON
PN
CUSIP No. 049164 10 6 13G
1 NAMES OF REPORTING PERSONS S.S. or I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS
Chowdry, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ( X )
(b) ( )
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Wyoming
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
5 SOLE VOTING POWER
7,151,001
6 SHARED VOTING POWER
7 SOLE DISPOSITIVE POWER
7,151,001
8 SHARED DISPOSITIVE POWER
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
7,151,001
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
31.9%
12 TYPE OF REPORTING PERSON
CO
Item 1(a) Name of Issuer:
Atlas Air, Inc.
Item 1(b) Address of Issuer's Principal Executive Offices:
538 Commons Drive, Golden, Colorado 80401
Item 2(a) Name of Person Filing:
Michael A. Chowdry
Chowdry Limited Partnership
Chowdry, Inc.
Item 2(b) Address of Principal Business Office or, if none,
Residence:
Michael A. Chowdry:
538 Commons Drive, Golden, Colorado 80401
Chowdry Limited Partnership and Chowdry, Inc.:
c/o Miller & Zeringue, CPAs, 622 Pioneer Avenue,
Cheyenne, WY 82001
Item 2(c) Citizenship:
Michael A. Chowdry is a United States citizen. Chowdry
Limited Partnership is a Wyoming limited partnership.
Chowdry Limited Partnership results from a change of
domicile of Chowdry Limited Partnership, a Colorado limited
partnership, to Wyoming in May, 1996, and a change in the
limited partnership's name made at the same time. Chowdry,
Inc. is a Wyoming corporation. Chowdry, Inc. results from a
reincorporation of Chowdry, Inc., a Colorado corporation,
into Wyoming in May, 1996.
Item 2(d) Title of Class of Securities:
Common Stock $0.01 par value
Item 2(e) CUSIP Number:
049164 10 6
Item 3. If this statement is filed pursuant to Rules 13d-
1(b), or 13d-2(b), check whether the person filing is a:
(a) Broker or Dealer registered under Section 15 of the Act
(b) Bank as defined in section 3(a)(6) of the Act
(c) Insurance Company as defined in section 3(a)(19) of the
Act
(d) Investment Company registered under section 8 of the
Investment Company Act
(e) Investment Adviser registered under section 203 of the
Investment Advisers Act of 1940
(f) Employee Benefit Plan, Pension Fund which is subject to
the provisions of the Employee Retirement Income
Security Act of 1974 or Endowment Fund;
see 240.13d-1(b)(1)(ii)(F)
(g) Parent Holding Company, in accordance with
240.13d-1(b)(1)(ii)(G) (Note: See Item 7)
(h) Group, in accordance with 240.13d-1(b)(1)(ii)(H)
Not Applicable
Item 4. Ownership.
If the percent of the class owned, as of December 31 of the
year covered by statement, or as of the last day of any
month described in Rule 13d-1(b)(2), if applicable, exceeds
five percent, provide the following information as of that
date and identify those shares which there is a right to
acquire.
(a) Amount Beneficially Owned as of December 31, 1996:
13,256,001 shares by Michael A. Chowdry, including
shares held by Chowdry Limited Partnership
and Chowdry, Inc.*
5,981,001 shares by Chowdry Limited Partnership
7,151,001 shares by Chowdry, Inc., including
shares held by Chowdry Limited Partnership*
(b) Percent of Class:
59.1% by Michael A. Chowdry
26.7% by Chowdry Limited Partnership
31.9% by Chowdry, Inc.
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote
13,256,001 by Michael A. Chowdry*
5,981,001 by Chowdry Limited Partnership &
7,151,001 by Chowdry, Inc.*
(ii) shared power to vote or to direct the vote
(iii)sole power to dispose or to direct the
disposition of
13,256,001 by Michael A. Chowdry*
5,981,001 by Chowdry Limited Partnership &
7,151,001 by Chowdry, Inc.*
(iv) shared power to dispose or to direct the
disposition of
*Mr. Chowdry is the sole stockholder, officer and director
of Chowdry, Inc., and Chowdry, Inc. is the managing general
partner of Chowdry Limited Partnership. Accordingly, Mr.
Chowdry is the beneficial owner of shares held by him and
held by Chowdry Limited Partnership and Chowdry, Inc. Mr.
Chowdry owns of record in his name 6,105,000 shares; Chowdry
Limited Partnership owns of record in its name 5,981,001
shares; and Chowdry, Inc. owns of record in its name
7,151,001 shares. All three of these shareholders own in
the aggregate 13,256,001.
After December 31, 1996, Michael A. Chowdry was granted by
Atlas Air, Inc. a stock option to purchase 35,627 shares of
common stock of Atlas Air, Inc. If this option is taken
into account, the percent of outstanding shares of Atlas
Air, Inc. common stock beneficially owned by Mr. Chowdry
continues to be 59.1%
Item 5. Ownership of Five Percent or Less of a Class.
Not Applicable
Item 6. Ownership of More than Five Percent on Behalf of
Another Person.
Mr. Chowdry, Chowdry Limited Partnership and Chowdry,
Inc. have pledged to International Nederlanden Aviation
Lease BV ("ING Bank") approximately $20 million worth of
shares of their common stock of Atlas Air, Inc. to secure
performance of an agreement between Mr. Chowdry and ING Bank
that guarantees to ING Bank a minimum amount of proceeds
from the sale of one aircraft held by ING Bank (which is to
occur no earlier than November 15, 1999) and to secure
performance of obligations under a loan agreement between
ING and a subsidiary of Atlas Air, Inc. If ING Bank
declares that the sale price agreement or loan agreement is
payable as a result of the occurrence and continuation of an
event of default under the sale price agreement or the loan
agreement, all dividends which are received by Mr. Chowdry,
Chowdry Limited Partnership and Chowdry, Inc. on their
shares of Atlas Air common stock are to be paid over to ING
Bank. In such event, ING Bank would also have the right to
exercise voting and other consensual rights with respect to
those shares.
Item 7. Identification and Classification of the
Subsidiary Which Acquired the Security Being
Reported on by the Parent Holding Company.
Not Applicable
Item 8. Identification and Classification of Members of
the Group.
Not Applicable
Item 9. Notice of Dissolution of Group.
Not Applicable
Item 10. Certification.
Not Applicable
SIGNATURE.
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this
statement is true, complete and correct.
May 5, 1997
Date
/S/ M. A. Chowdry
Michael A. Chowdry
CHOWDRY LIMITED PARTNERSHIP
By: Chowdry, Inc., General Partner
By: /s/ M. A. Chowdry
Michael A. Chowdry, President
CHOWDRY, INC.
By: /s/ M. A. Chowdry
Michael A. Chowdry, President
EXHIBIT TO AMENDMENT NO. 1 TO SCHEDULE 13G OF
MICHAEL A. CHOWDRY, CHOWDRY LIMITED PARTNERSHIP
AND CHOWDRY, INC.
Dated May 5, 1997
AGREEMENT REGARDING FILING
The undersigned hereby expressly agree that they will file
together an Amendment No. 1 to Schedule 13G and any further
amendments to the Schedule 13G with respect to the
undersigned's beneficial ownership of common stock of Atlas
Air, Inc. The undersigned also agree that the Amendment to
the Schedule 13G to which this Agreement is attached is to
be filed on behalf of each of us.
Date: May 5, 1997
/s/ M. A. Chowdry
Michael A. Chowdry
CHOWDRY LIMITED PARTNERSHIP
By: Chowdry, Inc., General Partner
By: /s/ M. A. Chowdry
Michael A. Chowdry, President
CHOWDRY, INC.
By: /s/ M. A. Chowdry
Michael A. Chowdry, President
