Morgan Stanley Dean Witter and Deutsche Bank Alex. Brown were set to price a Rule 144A asset-backed offering for Atlas Air late last week, sources said.

The $217 million offering of pass-through certificates is broken into several tranches and is collateralized by a fleet of brand new 747-400 freighters.

The Class-A tranche was rated double-A-minus/A2 and was finding price talk at 195 basis points over Treasurys.

The Class-B securities were rated Baa2 and were talked at 230 basis points over Treasurys. The third tranche of Class-C notes were rated triple-B-minus/Ba2 and was finding price talk of 300 basis points over Treasurys, last week.

According to a source familiar with the transaction the issuer is a B1 credit.

"The air freight market during the fourth quarter was very strong and our customers flew at record levels," said Michael A. Chowdry, chairman, chief executive officer and president of Atlas Air.

"All signs point to a continuation of this air cargo growth through 2000," he added.

Atlas Air is a U.S. air carrier that operates a fleet of 747 freighters under long-term aircraft, crew, maintenance and insurance (ACMI) contracts.

Atlas operates scheduled flights on behalf of its customer airlines to 101 cities in 46 countries.

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