8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM 8-K

     CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

June 28, 2005
(Date of earliest event reported)

Atlas Air Worldwide Holdings, Inc.
(Exact name of registrant as specified in its charter)

Delaware	0-25732	13-4146982
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

2000 Westchester Avenue, Purchase, New York	10577
(Address of principal executive offices)	(Zip Code)

(914) 701-8000
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[   ]	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[   ]	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[   ]	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[   ]	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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TABLE OF CONTENTS

Item 7.01. Regulation FD Disclosure
Item 9.01. Financial Statements and Exhibits
Signatures
Exhibit Index
Press Release

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Item 7.01 Regulation FD Disclosure

     On June 28, 2005, Atlas Air Worldwide Holdings, Inc. issued the press release attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

Exhibit No.	Description
99.1	Press release of Atlas Air Worldwide Holdings, Inc., dated June 28, 2005.

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SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Atlas Air Worldwide Holdings, Inc.
Dated: June 28, 2005	By:	/s/ William C. Bradley
		Name: William C. Bradley
		Title: Vice President and
		Treasurer

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EXHIBIT INDEX

99.1  Press release of Atlas Air Worldwide Holdings, Inc., dated June 28, 2005. 

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EX-99.1

FOR IMMEDIATE RELEASE:

Contacts: Alan Caminiti 914-701-8400 (Media)
               Dan Loh 914-701-8210 (Investors)

Atlas Air Worldwide Holdings, Inc.
Reports Preliminary May System
Statistics and Traffic Results

May Block Hours Up 9.0%, Year-To-Date Hours Up 8.0%

Purchase,N.Y., June 28, 2005 - Atlas Air Worldwide Holdings, Inc. (AAWW) (OTC: AAWWV.PK), a leading provider of global air cargo services, today reported preliminary system statistics and traffic results for May 2005 and for the five-month period ended May 31, 2005.

Total block-hour activity during May increased 9.0% compared with the same month in 2004, while the average number of aircraft operated increased 8.0% .

Block hours operated in the ACMI segment increased 42.2% year over year, while Military Charter segment hours increased 27.0% and Commercial Charter segment hours rose 40.0% . Within the Scheduled Service business segment, traffic (as measured by revenue ton miles “RTM’s”) decreased 33.9% year over year, while capacity (as measured by available ton miles “ATM’s”) decreased 36.6% year over year, resulting in an increased load factor of 66.7% in May compared with 64.0% in May 2004.

During May, AAWW operated an average of 39.0 widebody 747 aircraft compared with an average of 36.1 in May 2004.

Total block-hour activity for the five months ended May 31, 2005, increased 8.0% versus the five months ended May 31, 2004, while the average number of aircraft operated rose 2.4% .

Block hours operated in the ACMI segment rose 35.4% during the first five months of 2005, while Military Charter segment hours increased 31.7% and Commercial Charter segment hours grew 83.3% . Within the Scheduled Service business segment, traffic decreased 30.3% (in RTM terms) versus the five months ended May 31, 2004, and capacity (in ATM’s) decreased 34.0%, resulting in an increased load factor of 64.7% for the 2005 period compared with 61.3% for the 2004 period.

For the five months ended May 31, 2005, AAWW operated an average of 39.1 widebody 747 aircraft versus an average of 38.2 aircraft in the first five months of 2004.

The preliminary system statistics and traffic results tables that follow do not constitute financial statements, were not prepared in accordance with generally accepted accounting principles, and do not contain all of the disclosures required by generally accepted accounting principles or by the Securities Exchange Act of 1934, as amended, or any other prescribed form or format. AAWW cautions readers not to place undue reliance upon the information contained in these statistics and results, which may be adjusted from time to time.

These statistics and results, which have not been audited, may not be indicative of AAWW’s financial statements in reports that would be required to be filed pursuant to the Securities Exchange Act of 1934, as amended.

About Atlas Air Worldwide Holdings, Inc.:

AAWW is the parent company of Atlas Air, Inc. (Atlas) and Polar Air Cargo, Inc. (Polar), which together operate the world’s largest fleet of Boeing 747 freighter aircraft.

Atlas is the world’s leading provider of ACMI (aircraft, crew, maintenance and insurance) freighter aircraft to major airlines around the globe. Polar is among the world’s leading providers of airport-to-airport freight carriage. Polar operates a global, scheduled-service network and serves major trade lanes of the world.

Through both of its principal subsidiaries, AAWW also provides commercial and military charter services.

AAWW’s press releases, SEC filings and other information may be accessed through the Company’s home page, www.atlasair.com.

This release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 that reflect AAWW’s current views with respect to certain current and future events and financial performance. Such forward-looking statements are and will be, as the case may be, subject to many risks, uncertainties and factors relating to the operations and business environments of AAWW and its subsidiaries (collectively, the “companies”) that may cause the actual results of the companies to be materially different from any future results, express or implied, in such forward-looking statements.

Factors that could cause actual results to differ materially from these forward-looking statements include, but are not limited to, the following: the ability of the companies to operate pursuant to the terms of their financing facilities; the ability of the companies to obtain and maintain normal terms with vendors and service providers; the companies’ ability to maintain contracts that are critical to their operations; the ability of the companies to fund and execute their business plan; the ability of the companies to attract, motivate and/or retain key executives and associates; the ability of the companies to attract and retain customers; the continued availability of our widebody aircraft; demand for cargo services in the markets in which the companies operate; economic conditions; the effects of any hostilities or act of war (in the Middle East or elsewhere) or any terrorist attack; labor costs and relations; financing costs; the cost and availability of war risk insurance; our ability to remedy weaknesses in our internal controls over financial reporting; aviation fuel costs; security-related costs; competitive pressures on pricing (especially from lower-cost competitors); volatility in the international currency markets; weather conditions; government legislation and regulation; consumer perceptions of the companies’ products and services; pending and future litigation; the market acceptance of AAWW’s new common stock; and other risks and uncertainties set forth from time to time in AAWW’s reports to the United States Securities and Exchange Commission. Other factors and assumptions not

identified above are also involved in the preparation of forward-looking statements, and the failure of such other factors and assumptions to be realized may also cause actual results to differ materially from those discussed.

AAWW assumes no obligation to update such statements contained in this release to reflect actual results, changes in assumptions or changes in other factors affecting such estimates other than as required by law.

* * *

	Atlas Air Worldwide Holdings
	Preliminary System Statistics & Traffic Results
	2005
OPERATING STATISTICS	Jan		Feb		Mar		Apr		May		Y-T-D
Operating Fleet (average during the month)*
Aircraft count1	39.4		39.0		39.0		39.0		39.0		39.1
Block Hours
Scheduled Service	2,940.1		2,682.5		3,460.0		3,688.5		3,002.1		15,773.2
Commercial Charter	494.5		467.3		270.9		336.2		262.8		1,831.6
Military Charter	2,241.8		1,952.3		2,036.9		2,277.9		2,632.3		11,141.2
ACMI	6,927.5		5,919.2		7,639.9		7,843.7		7,508.8		35,839.0
Non Revenue	72.3		71.2		120.5		54.9		85.7		404.5
Total Block Hours	12,676.2		11,092.5		13,528.1		14,201.2		13,491.6		64,989.6
Scheduled Service Traffic
RTM’s (000’s)	101,851.3		101,328.8		133,485.7		141,103.7		117,387.0		595,156.5
ATM’s (000’s)	170,036.1		157,362.5		202,299.3		214,324.3		176,118.2		920,140.3
Load Factor	59.9	%	64.4	%	66.0	%	65.8	%	66.7	%	64.7	%
1 Operating Fleet excludes the following aircraft count that are dry leased or out of service:
Dry Leased	3.3		3.0		3.0		3.0		3.0		3.1
Out of Service*	0.3		1.0		1.0		1.0		1.0		0.9
* Includes the impact of one aircraft that was damaged and removed from service on January 24 and that remains out of service pending evaluation of its repair.
	2004
OPERATING STATISTICS	Jan		Feb		Mar		Apr		May		Y-T-D
Operating Fleet (average during the month)
Aircraft count1	40.0		38.8		38.0		37.9		36.1		38.2
Block Hours
Scheduled Service	4,199.5		4,666.3		5,043.9		5,111.1		4,721.7		23,742.5
Commercial Charter	264.8		209.4		134.4		203.1		187.7		999.4
Military Charter	1,212.6		1,583.6		1,740.7		1,851.6		2,072.5		8,461.0
ACMI	4,245.2		5,064.6		6,401.9		5,468.4		5,279.9		26,459.8
Non Revenue	84.6		115.5		100.6		83.3		112.4		496.4
Total Block Hours	10,006.6		11,639.4		13,421.4		12,717.5		12,374.2		60,159.0
Scheduled Service Traffic
RTM’s (000’s)	127,448.4		167,848.2		194,438.5		186,932.3		177,657.0		854,324.3
ATM’s (000’s)	243,013.5		274,480.2		297,731.1		301,720.6		277,574.7		1,394,520.0
Load Factor	52.4	%	61.2	%	65.3	%	62.0	%	64.0	%	61.3	%
1 Operating Fleet excludes the following aircraft count that are dry leased or out of service:
Dry Leased	4.0		4.0		4.0		4.0		4.0		4.0
Out of Service	7.0		7.0		4.6		4.0		4.0		5.3

	Atlas Air Worldwide Holdings
	Preliminary System Statistics & Traffic Results
	Percentage Change 2005 vs. 2004
OPERATING STATISTICS	Jan		Feb		Mar		Apr		May		Y-T-D
Operating Fleet (average during the month)
Aircraft count1	(1.5	%)	0.4	%	2.6	%	2.8	%	8.0	%	2.4	%
Block Hours
Scheduled Service	(30.0	%)	(42.5	%)	(31.4	%)	(27.8	%)	(36.4	%)	(33.6	%)
Commercial Charter	86.8	%	123.2	%	101.5	%	65.6	%	40.0	%	83.3	%
Military Charter	84.9	%	23.3	%	17.0	%	23.0	%	27.0	%	31.7	%
ACMI	63.2	%	16.9	%	19.3	%	43.4	%	42.2	%	35.4	%
Non Revenue	(14.6	%)	(38.4	%)	19.7	%	(34.1	%)	(23.7	%)	(18.5	%)
Total Block Hours	26.7	%	(4.7	%)	0.8	%	11.7	%	9.0	%	8.0	%
Scheduled Service Traffic
RTM’s (000’s)	(20.1	%)	(39.6	%)	(31.3	%)	(24.5	%)	(33.9	%)	(30.3	%)
ATM’s (000’s)	(30.0	%)	(42.7	%)	(32.1	%)	(29.0	%)	(36.6	%)	(34.0	%)
Load Factor	7.5	pts	3.2	pts	0.7	pts	3.9	pts	2.6	pts	3.4	pts
1 Operating Fleet excludes the following aircraft count that are dry leased or out of service:
Dry Leased	(16.9	%)	(25.0	%)	(25.0	%)	(25.0	%)	(25.0	%)	(23.4	%)
Out of Service	(96.3	%)	(85.7	%)	(78.2	%)	(75.0	%)	(75.0	%)	(84.0	%)
Note: All calculations presented in the tables above are based on unrounded numbers.