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

August 15, 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))

TABLE OF CONTENTS

Item 8.01.    Other Events

Item 9.01.    Financial Statements and Exhibits

Signatures

Exhibit Index

Press Release

Item 8.01 Other Events

     On August 15, 2005, Atlas Air Worldwide Holdings, Inc. (the “Company”) issued a press release announcing that Polar Air Cargo (“Polar”), a subsidiary of the Company, and the Air Line Pilots Association (“ALPA”), collective bargaining representative of the crewmembers employed by Polar, have been offered binding arbitration by the National Mediation Board (the “NMB”). A copy of this press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

     In addition, on August 16, 2005, the Company issued a further press release announcing that Polar and ALPA have been released from negotiations by the NMB into the 30-day cooling off period that must occur before either party can engage in economic self-help. A copy of this press release is attached hereto as Exhibit 99.2 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 August 15, 2005.
99.2	Press release of Atlas Air Worldwide Holdings, Inc. dated August 16, 2005.

SIGNATURES

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

	Atlas Air Worldwide Holdings, Inc.
Dated: August 17, 2005	By:		/s/ John W. Dietrich
		Name:	John W. Dietrich
		Title:	Senior Vice President, General Counsel and
			Chief Human Resources Officer

EXHIBIT INDEX

99.1	Press release of Atlas Air Worldwide Holdings, Inc. dated August 15, 2005.
99.2	Press release of Atlas Air Worldwide Holdings, Inc. dated August 16, 2005.

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE:

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

Polar Air Cargo and the Air Line Pilots Association
Proffered Arbitration by National Mediation Board

Purchase,N.Y., August 15, 2005 – Polar Air Cargo (Polar), a subsidiary of Atlas Air Worldwide Holdings, Inc. (AAWW) (OTC: AAWW.PK), and the Air Line Pilots Association (ALPA), collective bargaining representative of the Crewmembers employed by Polar, have been offered binding arbitration by the National Mediation Board (NMB).

Under terms of the Railway Labor Act, when the NMB determines that further mediated negotiation sessions will not likely result in an agreement, it is required to proffer final and binding arbitration as a means of resolving all open issues. If either party declines this proffer of arbitration, the NMB can begin the 30-day cooling off period that must occur before either party can engage in economic self-help, which includes the right to strike on the part of the Polar Crewmembers.

“The Company is certainly disappointed that our efforts to reach a fair settlement have been unsuccessful,” said Jeffrey H. Erickson, President and CEO of AAWW. “Unlike other carriers that have entered or threatened to enter bankruptcy, we have never asked our Crewmembers to take any kind of pay or benefit cut, or make any kind of work rule concessions. Instead, we have strived to reach an agreement that includes wage and benefit increases, is fair not only to our Polar Crewmembers, but to all of our stakeholders, as well, and which will allow Polar to be a viable scheduled service carrier.”

“There is only one issue to be decided – pay,” said Jim Cato, Vice President of Flight Operations and Labor Relations. “In an effort to reach a bridge agreement pending the completion of the Company’s previously announced merger of Polar and Atlas, the Company has offered an immediate 10.5% pay raise plus profit sharing, with no work rule changes to the existing contract, which will put the Polar Crewmembers’ contract at parity with the contract covering our Atlas Air, Inc. (Atlas) Crewmembers. ALPA, however, is demanding an unheard-of 32% increase, 20% effective immediately and another 11% effective December 1,which simply can’t be justified, economically or otherwise.”

Polar currently operates 12 of the 42 Boeing 747 cargo aircraft that make up the fleet held by AAWW. Although Polar derives the majority of its revenues from scheduled service, it conducts substantial operations in support of the U.S. military’s Air Mobility Command. Together, Polar and Atlas meet nearly 50% of the military’s current demand for civilian wide body air cargo lift in support of U.S. efforts abroad in such theatres as Afghanistan and Iraq. “Any labor confrontation will not only threaten Polar’s commercial operations and the long-term job security of the Polar Crewmembers, it will also significantly impact the Company’s overall ability to assist the military’s efforts to supply our troops overseas.” Mr. Erickson went on to say. “While we still want to reach an agreement and are hopeful that a disruption can be avoided, as a result of this development the Company will implement its contingency plans to mitigate the impact of any work stoppage.”

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.

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EX-99.2

Exhibit 99.2

FOR IMMEDIATE RELEASE:

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

Polar Air Cargo, Inc. and the Airline Pilots Association
Released from Negotiations by National Mediation Board

30-Day Cooling Off Period Begins;
Merger Suspended

Purchase,N.Y., August 16, 2005 – Polar Air Cargo, Inc. (Polar), a subsidiary of Atlas Air Worldwide Holdings, Inc. (AAWW) (OTC: AAWW.PK), and the Airline Pilots Association (ALPA), the collective bargaining representative of the Crewmembers employed by Polar, were released today from negotiations by the National Mediation Board (NMB) into the 30-day cooling off period that must occur before either party can engage in economic self-help, which includes the right to strike on the part of the Polar Crewmembers.

This action by the NMB followed a decision by ALPA to reject the NMB’s proffer of binding arbitration. The 30-day cooling off period is set to expire at 12:01 a.m. EDT on September 16, 2005.

“While the Company is committed to reaching an agreement, we simply can’t agree to a contract that further challenges the viability of our scheduled service business,” said Jeffrey H. Erickson, President and CEO of AAWW. “Unlike other carriers that have entered or threatened to enter bankruptcy, we have never asked our Crewmembers to take any kind of pay or benefit cut or make any kind of work rule concessions. Instead, we have offered a fair agreement that includes significant wage and benefit increases, which is extraordinary in the current environment.”

In its effort to reach a bridge agreement pending the completion of the merger, the Company had offered an immediate 10.5% pay raise plus profit sharing, with no work rule changes to the existing contract. This offer would have put the Polar Crewmembers’ contract at parity with the contract covering the Crewmembers of Atlas Air, Inc. (Atlas), also an operating subsidiary of AAWW, and the leading provider of ACMI (aircraft, crew, maintenance and insurance) freighter aircraft to major airlines around the globe. ALPA has continued to demand a 32% increase, 20% effective immediately and another 11% effective December 1.

AAWW is also immediately suspending its previously announced plans to combine the bargaining units and merge the operating certificates of Atlas and Polar. “Due to the uncertainties associated with the release into the 30-day cooling off period, the Company does not believe it is advisable to continue to pursue the merger at this time,” Mr. Erickson continued. “We are, therefore, suspending the merger pending the outcome of these negotiations.”

Mr. Erickson concluded by saying, “While we still want to reach an agreement and are hopeful that a labor disruption can be avoided, as a result of this development the Company will implement its contingency plans to mitigate the impact of any work stoppage.”

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.

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