SecProbe.io

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               [Letterhead of Atlas Air Worldwide Holdings, Inc.]

                                December 6, 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 November 21, 2005 to me, the 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)

Management's Discussion and Analysis, page 29

Results of Operations

1.   Comment: Refer to your response to prior comment 3. If management believes
     that a comparative discussion of the segments would be misleading or overly
     confusing because attempts to disclose or explain exceptions that affect
     comparability would not be practicable, we will not object to the omission
     of such a discussion. However, if this is the case, please state this fact
     in the filing.

     Response: Atlas acknowledges the staff's comment. Atlas' management
     believes that a comparative discussion of the segments would be misleading
     and overly confusing because attempts to disclose or explain exceptions
     that affect comparability would not be practicable. Atlas intends to
     correspondingly omit such a comparative discussion with respect to periods
     prior to 2005, and Atlas will state such facts in such filings.

Consolidated Results, page 34

2.   Comment: Refer to your response to prior comment 4. We note that you intend
     to disclose the impact of fuel surcharges in fiscal 2005 if significant and
     where changes in such revenue can be properly quantified. For all periods
     presented, current or prior, in which the impact of fuel surcharges appears
     significant but you are unable to quantify that impact due to system
     limitations, please state this fact in your narrative.

     Response: Atlas acknowledges the staff's comment, and for all periods
     presented, current or prior, in which the impact of fuel surcharges appears
     significant but Atlas is unable to quantify that impact due to system
     limitations, Atlas will state this fact in its narrative in such filing.

Financial Statements

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

3.   Comment: We have reviewed your response to prior comment 6 and note your
     disclosures included on pages 59-61 of the filing, and the related
     cross-reference to Note 3 contained in MD&A-Critical Accounting Policies:
     Fresh-Start Accounting on page 44. However, we believe Note 3 or MD&A
     should be expanded to discuss the factors used by the Company and financial
     consultants in determining the reorganization value, such as discount
     rates, tax rates, the number of years for which cash flows are projected,
     the method of determining terminal value, and the assumptions about which
     there was a reasonable possibility of the occurrence of a variation that
     would have significantly affected measurement of the reorganization value
     (e.g., a description of the number of certain uncertainties and
     contingencies beyond the Company's control that impacted the estimates and
     assumptions used in determining the fair value of the assets and
     liabilities). Your current disclosure that estimates and assumptions are
     subject to uncertainties and contingencies is not sufficiently detailed and
     specific.

     Response: Atlas acknowledges the staff's comment, and in future filings
     that contain the accounting policy for fresh-start accounting Atlas will
     include additional specific information used in determining the
     reorganization value and a description of the uncertainties and
     contingencies beyond the Company's control that would impact the
     reorganization value.

     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.

     If you wish to discuss any aspect of this letter, please contact me at
(914) 701-8688, Michael L. Barna, Senior Vice President and Chief Financial
Officer at (914) 701-8129 or John W. Dietrich, Senior Vice President, General
Counsel and Chief Human Resources Officer, at (914) 701-8327.

                               Sincerely,

                               /s/ Jeffrey H. Erickson
                               -------------------------------------
                               Jeffrey H. Erickson
                               President and Chief Executive Officer

cc:
   Michael L. Barna, Senior Vice President and Chief Financial Officer
   John W. Dietrich, Senior Vice President, General Counsel
   and Chief Human Resources Officer
   Adam R. Kokas, Esq.
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