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
( X ) Form 4 transactions Reported
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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 Michael A.
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)
( x ) Director
( x ) 10% Owner
( x ) Officer (give title below)
Chairman and Chief Executive Officer
( ) 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
b) Common Stock
c) Common Stock
d) Common Stock
2. Transaction Date (Month/Day/Year)
a) 5/29/97
b) 11/11/97
c)
d)
3. Transaction Code (Instr. 8)
a) G
b) P
c)
d)
4. Securities Acquired (A) or Disposed of (D)(Instr.3,4 and 5)
Amount (A) or (D) Price
a) 200,000 D
b) 1,000 A 28.1875
c)
d)
5. Amount of Securities Beneficially Owned at End of Issuer's
Fiscal Year (Instr. 3 and 4)
a)
b) 5,906,000(1)
c) 1,170,000
d) 5,981,001(1)
6. Ownership Form: Direct (D) or Indirect (I) (Instr.4)
a)
b) D
c) I
d) I
7. Nature of Indirect Beneficial Ownership (Instr. 4)
a)
b)
c) Held by Chowdry, Inc.
d) Held by Chowdry Limited Partnership (2)
* 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)
Employee Stock Option (right to buy)
2. Conversion or Exercise Price of Derivative Security
$26.00
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
04/10/97 04/09/02
7. Title and Amount of Underlying Securities (Instr. 3 and 4)
Title Amount or Number of Shares
Common Stock 35,627
8. Price of Derivative Security (Instr.5)
9. Number of Derivative Securities Beneficially Owned at End of
Year (Instr. 4)
35,627
10. Ownership of Derivative Security: Direct(D) or Indirect(I)
(Instr. 4)
D
11. Nature of Indirect Beneficial Ownership (Instr. 4)
**Signature of Reporting Person
/s/ M. A. Chowdry
Date: February 13, 1998
Explanation of Responses:
See Attachment A for Notes (1) and (2).
**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.
Attachment A to Form 5 of Michael A. Chowdry
Dated February 13, 1998 with respect to Atlas Air, Inc.
Explanation of Responses
(1) Does not include 200,000 shares of Atlas Air, Inc. common
stock held by the Chowdry Family Foundation, a non-profit
corporation, as to which the reporting person disclaims
beneficial ownership for purposes of Section 16 or for any other
purpose.
(2) the reporting person disclaims beneficial ownership of all
shares held by Chowdry Limited Partnership, and this report
should not be deemed to be an admission that the reporting person
is a beneficial owner of such shares for purposes of Section 16
or for any other purpose.
