FORM 5
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
( ) Check box if no longer subject to section 16. Form 4 or
Form 5 obligations may continue. See instruction 1(b).
( ) Form 3 Holdings Reported
( ) Form 4 transactions Reported
OMB APPROVAL
OMB Number: 3235-0362
Expires: September 30, 1998
Estimated average burden hours per response. . . . 1.0
Filed pursuant to Section 16(a) of the Securities Exchange Act of
1934, Section 17(a) of the Public Utility Holding Company Act of
1935 or Section 30(1) of the Investment Company Act of 1940
1. Name and Address of Reporting Person
Chowdry Limited Partnership.
538 Commons Drive
Golden CO 80401
2. Issuer Name and Ticker or Trading Symbol
Atlas Air, Inc. (CGO)
3. IRS or Social Security Number of Reporting Person
(Voluntary)
4. Statement for Month/Year
12/97
5. If amendment, Date of Original (Month/Year)
6. Relationship of Reporting Person to Issuer
(Check all applicable)
( ) Director
( x ) 10% Owner
( ) Officer (give title below)
( ) Other (specify below)
7. Individual or Joint/Group Filing (Check Applicable Line)
( x ) Form filed by One Reporting Person
( ) Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of , or
Beneficially Owned
1. Title of Security (Instr. 3)
a) Common Stock
2. Transaction Date (Month/Day/Year)
a)
3. Transaction Code (Instr. 8)
a)
4. Securities Acquired (A) or Disposed of (D)(Instr.3,4 and 5)
Amount (A) or (D) Price
a)
5. Amount of Securities Beneficially Owned at End of Issuer's
Fiscal Year (Instr. 3 and 4)
a) 5,981,001
6. Ownership Form: Direct (D) or Indirect (I) (Instr.4)
a) D
7. Nature of Indirect Beneficial Ownership (Instr. 4)
a)
* If the form is filed by more than one reporting, see
Instruction 4(b)(v)
Reminder: Report on a separate line for each class of securities
beneficially owned directly or indirectly.
Table II - Derivative Securities Acquired, Disposed of, or
Beneficially Owned (e.g., puts, calls, warrants, options,
convertible securities)
1. Title of Derivative Security (Instr.3)
2. Conversion or Exercise Price of Derivative Security
3. Transaction Date (Month/Day/Year)
4. Transaction Code (Instr 8)
5. Number of Derivative Securities Acquired (A) or Disposed of
(D) ( Instr 3, 4, and 5)
6. Date Exercisable and Expiration Date (Month/Day/Year)
Date Exercisable Expiration Date
7. Title and Amount of Underlying Securities (Instr. 3 and 4)
Title Amount or Number of Shares
8. Price of Derivative Security (Instr.5)
9. Number of Derivative Securities Beneficially Owned at End of
Year (Instr. 4)
10. Ownership of Derivative Security: Direct(D) or Indirect(I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership (Instr. 4)
Chowdry Limited Partnership
By: Chowdry, Inc., its General Partner
By: /s/ M. A. Chowdry
Name: Michael A. Chowdry
Its: President
**Signature of Reporting Person
Date: February 13, 1998
**Intentional misstatements of omissions of facts constitute
Federal Criminal Violations. See 18 U.S.C. 1001 and 15
U.S.C.78ff(a).
Note: File three copies of this Form , one of which must be
manually signed. If space provided is insufficient, see
Instruction 6 for procedure.
