SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                             ----------------------

                                   FORM 12b-25

                         COMMISSION FILE NUMBER 0-25732

                           NOTIFICATION OF LATE FILING

         (CHECK ONE): [ ] FORM 10-K [ ] FORM 11-K [ ] FORM 20-F [X] FORM 10-Q
                                    [ ] FORM N-SAR

                      FOR PERIOD ENDED: SEPTEMBER 30, 2002

      [ ] TRANSITION REPORT ON FORM 10-K [ ] TRANSITION REPORT ON FORM 10-Q
      [ ] TRANSITION REPORT ON FORM 20-F [ ] TRANSITION REPORT ON FORM N-SAR
                       [ ] TRANSITION REPORT ON FORM 11-K

               FOR THE TRANSITION PERIOD ENDED: __________________

    NOTHING IN THIS FORM SHALL BE CONSTRUED TO IMPLY THAT THE COMMISSION HAS
                   VERIFIED ANY INFORMATION CONTAINED HEREIN.


 IF THE NOTIFICATION RELATES TO A PORTION OF THE FILING CHECKED ABOVE, IDENTIFY
                 THE ITEM(s) TO WHICH THE NOTIFICATION RELATES:

                                     PART I
                             REGISTRANT INFORMATION

                    Full name of registrant: ATLAS AIR, INC.
                         Former name if applicable: N/A
Address of principal executive office (Street and number): 2000 Westchester Ave.
                  City, state and zip code: Purchase, NY 10577

                                     PART II
                             RULE 12b-25 (b) AND (c)

          If the subject report could not be filed without unreasonable
          effort or expense and the registrant seeks relief pursuant to
                      Rule 12b-25(b), the following should
                    be completed. (Check box if appropriate.)

         [X] (a) The reasons described in reasonable detail in Part III
                 of this form could not be eliminated without unreasonable
                 effort or expense;

         [ ] (b) The subject annual report, semi-annual report, transition
                 report on Form 10-K, 20-F, 11-K or Form N-SAR, or
                 portion thereof will be filed on or before the 15th
                 calendar day following the prescribed due date; or
                 the subject quarterly report or transition report on
                 Form 10-Q, or portion thereof will be filed on or
                 before the fifth calendar day following the
                 prescribed due date; and

         [ ] (c) The accountant's statement or other exhibit required by Rule
                 12b-25(c) has been attached if applicable.


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                                    PART III
                                    NARRATIVE

State below in reasonable detail the reasons why Form 10-K, 11-K, 20-F, 10-Q,
N-SAR or the transition report portion thereof could not be filed within the
prescribed time period. (Attach extra sheets if needed.)

As previously reported in the Registrant's Current Report on Form 8-K filed with
the Securities and Exchange Commission (the "Commission") on April 25, 2002,
Atlas Air, Inc. (the "Registrant") dismissed its independent public accounting
firm, Arthur Andersen LLP ("Andersen"), replacing that firm with Ernst & Young
LLP ("E&Y") effective April 25, 2002. As a result of this change, the Registrant
has participated with E&Y to transition financial statement review for reporting
periods beginning January 1, 2002 and thereafter.

In addition, as previously reported in the Registrant's Current Report on Form
8-K filed with the Commission on October 16, 2002, the Registrant announced that
it will initiate a re-audit of its financial results for fiscal years 2000 and
2001. This decision is based on a determination by the Registrant that
adjustments must be made in certain areas, which will require a restatement of
certain prior financial reports.

The transition from Andersen to E&Y and the re-audit of 2000 and 2001 financial
results currently being conducted by E&Y have delayed the completion of the
Registrant's interim financial statements for the third quarter 2002. This has
resulted in a delay in preparing the Registrant's Quarterly Report on Form 10-Q
for the quarter ended September 30, 2002. Accordingly, the Registrant is filing
this Form 12b-25 to notify the Commission that it intends to file its Quarterly
Report in early 2003.

                                     PART IV
                                OTHER INFORMATION

     (1)  Name and telephone number of person to contact in regard to this
          notification:

          Douglas A. Carty, Sr. Vice President and Chief Financial Officer
          914-701-8000

     (2)  Have all other periodic reports required under Section 13 or 15(d) of
          the Securities Exchange Act of 1934 or Section 30 of the Investment
          Company Act of 1940 during the preceding 12 months or for such shorter
          period that the registrant was required to file such report(s) been
          filed? If the answer is no, identify report(s).

                                                   [X]  Yes      [ ]  No

     (3)  Is it anticipated that any significant change in results of operations
          from the corresponding period for the last fiscal year will be
          reflected by the earnings statements to be included in the subject
          report or portion thereof?

                                                   [X]  Yes      [ ]  No

If so: attach an explanation of the anticipated change, both narratively and
quantitatively, and, if appropriate, state the reasons why a reasonable estimate
of the results cannot be made.

As noted above, the Registrant is currently undergoing a re-audit of its
financial results for fiscal 2000 and 2001. Accordingly, no comparison can be
made between the Registrant's operating results for the third quarter of 2002
and those for the corresponding period of 2001 until the re-audit of such
financial information has been completed.



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                                 ATLAS AIR, INC.
                   ------------------------------------------
                  (Name of Registrant as Specified in Charter)

Has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.

                                 ATLAS AIR, INC.
                                  (Registrant)

Dated:  November 14, 2002         By: /s/ Douglas A. Carty
                                     --------------------------------
                                     Name:   Douglas A. Carty
                                     Title:  Senior Vice President and
                                             Chief Financial Officer