SecProbe.io

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               [Letterhead of Atlas Air Worldwide Holdings, Inc.]

                                November 3, 2005

Via EDGAR

U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, DC 20549-0213

Attention:  David R. Humphrey
            Accounting Branch Chief
            Mail Stop 3651

      Re:   Atlas Air Worldwide Holdings, Inc.
            Form 10-K for Fiscal Year Ended December 31, 2004 ("2004 Form 10-K")
            Filed June 30, 2005 File No. 1-16545

Dear Mr. Humphrey:

     The purpose of this letter is to respond to the staff's comments in your
letter dated October 13, 2005 to Jeffrey H. Erickson, President and Chief
Executive Officer of Atlas Air Worldwide Holdings, Inc. ("Atlas") with respect
to Atlas' 2004 Form 10-K. For your convenience, I have also set forth below each
of the staff's comments.

Form 10-K (Fiscal Year Ended December 31, 2004)

Late Filing of Exchange Act Reports

1.   Comment: We note your December 31, 2004 Annual Report on Form 10-K and the
     fiscal 2004 Quarterly Reports on Form 10-Q were not timely filed within the
     time period required by such reports. We also note that your Quarterly
     Reports on Form 10-Q for the quarters ended March 31, 2005 and June 30,
     2005 have not been filed. Please note that you will not be eligible to use
     Form S-3 to register securities under the Securities Act of 1933, until you
     have timely filed all reports required to be filed during the twelve
     calendar months and portion of a month preceding the filing of the Form
     S-3. See General Instruction I.A.3 to the Form S-3.

     Response: Atlas is aware that it will not be eligible to use Form S-3 to
     register securities under the Securities Act of 1933 until Atlas has

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     timely filed all reports required to be filed during the twelve calendar
     months and the portion of a month preceding the filing of the Form S-3.

Selected Financial Data, page 28

2.   Comment: We note you only included 3 full fiscal years of selected
     financial data rather than the required 5 fiscal years (or for the life of
     the Company, if less), pursuant to Item 301 of Regulation S-K. Please
     revise.

     Response: While Atlas is aware that Item 301 of Regulation S-K requires
     that five fiscal years be presented for selected financial data, Atlas
     determined that it should not include selected financial data for its 2001
     and 2000 fiscal years in the 2004 Form 10-K due to its inability to provide
     properly restated and audited information for those fiscal years. In the
     third quarter of 2002, Atlas determined that a restatement of its 2001 and
     2000 financial statements would be necessary to reflect adjustments
     required to be made to certain items included in those financial
     statements. As Atlas indicated in a Current Report on Form 8-K filed on
     September 15, 2003, it had determined that the 2001 and 2000 financial
     statements could not be properly restated by Atlas and audited by Ernst &
     Young LLP due to Atlas' inability to locate certain financial records from
     those years.

     Due to the inability to complete the necessary restatement and audit of its
     results for fiscal years 2001 and 2000, Atlas determined that it should not
     include those years in Selected Financial Data in the 2004 Form 10-K. Atlas
     anticipates that the Selected Financial Data in its Annual Report on Form
     10-K for the fiscal year ended December 31, 2005 will contain four (4) full
     fiscal years of data and that its Annual Report on Form 10-K for the fiscal
     year ended December 31, 2006, as well as its Annual Reports on Form 10-K
     for all subsequent fiscal years, will contain Selected Financial Data for
     the required five (5) full fiscal years.

Management's Discussion and Analysis, page 29

Results of Operations

3.   Comment: We note your disclosure of reasons why "Segment" results of
     operations are not presented for the comparison period 2004 versus 2003; in
     future filings, for the 2004 period, please include a narrative discussion
     of your segment profitability measures separately for the "Successor" 2004
     period and the "Predecessor" 2004 period, similar to your tabular
     disclosure in Note 15 to the audited financial statements. Alternatively,
     please supplementally explain why these disclosures would not be meaningful
     to investors.

     Response: Pursuant to the requirements of Paragraph 40 of SOP 90-7, Atlas
     understands that it is not permitted to include separate narrative
     discussions of its segment profitability measures comparing the

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     "Successor" 2004 period and the "Predecessor" 2004 period. However, in
     future Form 10-K and 10-Q filings that contain financial data relating to
     the periods described above, we will include a separate narrative
     discussion of segments for each of those periods.

Consolidated Results, page 34

4.   Comment: Please quantify and disclose the impact upon revenue of fuel
     surcharge revenue received each period.

     Response: While Atlas was aware, and disclosed in the 2004 Form 10-K, that
     a change in fuel surcharge revenue was one of a number of factors
     contributing to changes in revenue, due to prior system limitations, Atlas
     is unable to accurately quantify the impact of fuel surcharges for periods
     prior to 2005. As a result of system changes implemented during 2005, Atlas
     will consider quantifying and disclosing the impact of changes in fuel
     surcharge revenue in future periods where changes in fuel surcharge revenue
     can be properly quantified and are a material factor in changes in revenue.

Financial Statements

Consolidated Statements of Stockholders' Equity, page 53

5.   Comment: We note the relative significance of the restatement to the
     predecessor company balances at December 31, 2001, as previously reported.
     Supplementally identify any previously filed document that described and
     quantified these restatements. Alternatively, please provide the
     information supplementally and explain why you have not included these
     disclosures in this document. In addition, please advise whether and when
     you plan to file all of your historical periodic reports. We may have
     further comments upon review of your responses.

     Response: Information related to the 2001 restatement of the Consolidated
     Statement of Stockholders' Equity was presented as Exhibit 99.1, Audited
     Consolidated Balance Sheet, to a Current Report on Form 8-K filed on
     December 12, 2003 and as Exhibit 99.1, Audited Consolidated Balance Sheet,
     to a Current Report on Form 8-K filed on July 23, 2004.

     With respect to whether and when Atlas plans to file all of its historic
     periodic reports, please note that, as described in our response to Comment
     2, Atlas will not be able to file all of its historic periodic reports due
     to an inability to locate certain financial records from certain of those
     years. Additionally, with respect to historical periodic reports for 2002,
     Atlas will not be able to file such periodic reports due to the inability
     to locate certain financial records for the comparable

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     2001 quarterly periods. Also, with respect to historical periodic reports
     for 2003, Atlas will not be able to file such periodic reports because,
     although the financial statements for its full 2002 fiscal year were
     audited and filed, that audit did not include a review of the quarterly
     financial information for 2002, and, as a result, comparative quarterly
     information for the 2002 periods is not available.

     Atlas has filed all required periodic reports for its 2004 fiscal year.
     Atlas did not file Quarterly Reports on Form 10-Q for the first and second
     quarters of 2005 because Ernst & Young LLP had informed Atlas that, as a
     result of the material weaknesses in internal controls identified in their
     2004 audit as well as those identified by Atlas (all of which are presently
     being remediated by Atlas), Ernst & Young LLP would be unable to perform a
     SAS 100 interim review of financial statements included in Quarterly
     Reports on Form 10-Q that is required by Rule 10.01(d) of Regulation S-X.
     Atlas has devoted significant time and attention to remediate these
     weaknesses and anticipates that it will file Quarterly Reports on Form 10-Q
     for each of the first, second and third quarters of its 2005 fiscal year
     following Ernst & Young LLP's completion of the audit of Atlas' financial
     statements for the 2005 fiscal year.

Note 3. Reorganization and Fresh-Start Accounting, page 56

6.   Comment: When fresh-start reporting is adopted the notes to the financial
     statements should disclose significant matters relating to the
     determination of reorganization value such as those specified in paragraph
     39 of SOP 90-7. Please provide this information to us supplementally and in
     detail or indicate the location of these disclosures in the financial
     statement footnotes. Similar disclosures should be provided under your
     discussion of Critical Accounting Policies and Estimates in MD&A. We may
     have further comments upon review of your response.

     Response: The information required by paragraph 39 of SOP 90-7 is contained
     in Note 3 of the Consolidated Financial Statements on pages 59 through 61
     of the 2004 Form 10-K.

     The disclosure of the critical accounting policy for fresh-start accounting
     is contained on page 44 of the 2004 Form 10-K and is also cross referenced
     to Note 3 of the Consolidated Financial Statements on page 56 of the 2004
     Form 10-K.

Item 9A. Controls and Procedures, page 92

7.   Comment: Specifically disclose the conclusions of your Chief Executive
     Officer and Chief Financial Officer, as to whether your disclosure controls
     and procedures were effective or ineffective as of the end of the period
     covered by your report, based on the evaluation of these controls and
     procedures. See Item 307 of Regulation S-K. Your current disclosure does
     not provide a specific statement to this effect.

     Response: Based on Atlas' management's evaluation (with the participation
     of its Chief Executive Officer and Chief Financial Officer), for the
     reasons described in detail in Item 9A of the 2004 Form 10-K, Atlas' Chief

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     Executive Officer and Chief Financial Officer concluded that as of the end
     of the period covered by the 2004 Form 10-K, Atlas' disclosure controls and
     procedures were ineffective to ensure that information required to be
     disclosed by Atlas in reports that it files or submits under the Exchange
     Act were recorded, processed, summarized and reported within the time
     periods specified in SEC rules and forms. As a result, additional time was
     required to complete the 2004 Form 10-K and Atlas' Form 10-Qs for the
     fiscal periods ended March 31, June 30 and September 30, 2004, in order to
     enable Atlas' management to rely on mitigating controls and utilize
     alternate procedures to ensure that information required to be disclosed by
     Atlas in such reports was recorded, processed, summarized and reported. The
     staff's comment has been noted and the conclusions of our Chief Executive
     Officer and Chief Financial Officer as to the effectiveness or
     ineffectiveness of Atlas' disclosure controls and procedures will be
     included in future reports.

Form 8-K for September 26, 2005

8.   Comment: We may have comments on your interim financial statements when the
     quarterly reports are filed.

     Response: Atlas acknowledges that the staff may have comments to its
     interim financial statements when the 2005 quarterly reports are filed on
     Form 10-Q.

     In some of our responses, we have agreed to change or supplement the
disclosures in our future filings to enhance disclosure transparency, and not
because we believe our prior filings were materially incomplete or inaccurate.

     As requested, Atlas acknowledges that the adequacy and accuracy of the
disclosure in its filings with the Commission is the responsibility of the
registrant. Atlas further acknowledges that staff comments or changes to
disclosure in response to staff comments in the 2004 Form 10-K do not foreclose
the Commission from taking any action with respect to such filing. Atlas also
acknowledges that staff comments may not be asserted as a defense in any
proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

     If you wish to discuss any aspect of this letter, please contact me at
(914) 701-8129, or John W. Dietrich, Senior Vice President, General Counsel and
Chief Human Resources Officer, at (914) 701-8327.

                              Sincerely,

                              /s/ Michael L. Barna
                              ----------------------------------------------
                              Michael L. Barna
                              Senior Vice President and Chief Financial Officer

cc:
   Jeffrey H. Erickson, President and Chief Executive Officer
   John W. Dietrich, Senior Vice President, General Counsel and Chief Human
   Resources Officer
   Adam R. Kokas, Esq.
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