During the 1970s, the Military Transport Aviation (Komandovaniye voyenno-transportnoy aviatsii or VTA) arm of the Soviet Air Forces had a shortfall in strategic heavy airlift capacity. Its largest planes consisted of about 50 Antonov An-22 turboprops, which were used heavily for tactical roles. A declassified 1975 CIA analysis concluded that the USSR did "...not match the US in ability to provide long-range heavy lift support."
The An-124 was manufactured in parallel by two plants: the Russian company Aviastar-SP (ex. Ulyanovsk Aviation Industrial Complex) and by the Kyiv Aviation Plant AVIANT, in Ukraine. Design work started in 1971 and construction of facilities began in 1973. Manufacturing on the first airframe began in 1979. Ultimately this project brought together over 100 factories contracted to produce systems and parts.
The first flight took place in December 1982 and the first exposure to the West followed in 1985 at the Paris Air Show.
In the early 2000s, Volga-Dnepr upgraded its freighters with engine improvements to meet Chapter 4 noise regulations, structural improvements to increase service life, and avionics and systems changes for four persons operations down from six or seven.
Russia and Ukraine agreed to resume the production in the third quarter of 2008. In May 2008, a new variant—the An-124-150—was announced; it featured several improvements, including a maximum lift capacity of 150 tonnes. However, in May 2009, Antonov's partner, the Russian United Aircraft Corporation announced it did not plan production of An-124s in the period 2009–2012. In late 2009, Russian President Dmitry Medvedev ordered production of the aircraft resumed. It is expected that Russia will purchase 20 new aircraft. In August 2014, Jane's reported that, Russian Deputy Minister of Industry and Trade Yuri Slusar announced that Antonov An-124 production was stopped due to ongoing political tensions between Russia and Ukraine.
As of late 2017, An-124s are being upgraded by the Aviastar-SP plant in Ulyanovsk, Russia, with three upgraded planes due to be ready by 2018.
After Russia–Ukraine relations soured, Antonov had to source new suppliers and pushes to westernize the An-124.
In 2018, GE Aviation was studying reengining it with CF6s for CargoLogicAir, a Volga-Dnepr subsidiary.
This would likely provide a range increase, and Volga-Dnepr Group operates 12 aircraft, implying a 50-60 engines with spares program.