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



 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED) June 19, 2001 (June 18, 2001)





                                                                               
              ATLAS AIR WORLDWIDE HOLDINGS, INC.                                  ATLAS AIR, INC.
    (Exact name of registrant as specified in its charter)         (Exact name of registrant as specified in its charter)


           Delaware                                  Delaware
(State or other jurisdiction of           (State or other jurisdiction of
incorporation or organization)             incorporation or organization)

            0-25732                                     0-25732
   (Commission File Number)                    (Commission File Number)

             13-4146982                                84-1207329
(I.R.S. Employer Identification No.)      (I.R.S. Employer Identification No.)

       2000 Westchester Avenue                        2000 Westchester Avenue
       Purchase, New York 10477                      Purchase, New York 10477
            (914) 701-8000                                (914) 701-8000

 (Address, including zip code,                 (Address, including zip code,
and telephone number, including               and telephone number, including
  area code, of registrant's                    area code, of registrant's
 principal executive offices)                  principal executive offices)

     This combined Form 8-K is separately filed by Atlas Air Worldwide Holdings,
Inc. and Atlas Air, Inc. Information contained herein relating to any individual
registrant is filed by such registrant on its behalf. No registrant makes any
representation as to information relating to any other registrant.








Item 5.  Other Events.

     Atlas Air Worldwide Holdings, Inc. hereby incorporates by reference the two
press releases attached hereto as Exhibit 99.1. and 99.2, respectively.



Item 7.  Financial Statements and Exhibits.

     c) The following Exhibits are filed as part of this report:


        EXHIBIT NO.             DESCRIPTION

          99.1 Press release issued by the Registrant on June 19, 2001 relating
               to adoption of Stockholder Rights Plan.

          99.2 Press release issued by the Registrant on June 19, 2001 relating
               to cost review and anticipated second quarter results.







                                   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.
                                 (Registrant)




Dated:  June 19 , 2001           By:  /s/ Richard H. Shuyler
                                      ------------------------------------------
                                      Name:   Richard H. Shuyler
                                      Title:  Chief Executive Officer and
                                                Treasurer


                                 ATLAS AIR, INC.
                                 (Registrant)




Dated:  June 19, 2001            By:  /s/ Richard H. Shuyler
                                      ------------------------------------------
                                      Name:   Richard H. Shuyler
                                      Title:  Chief Executive Officer and
                                                Treasurer






                                  EXHIBIT INDEX

     EXHIBIT NO.                       DESCRIPTION

        99.1     Press release issued by the Registrant on June 19, 2001.

        99.2     Press release issued by the Registrant on June 19, 2001.

EX-99.1

                                                                    Exhibit 99.1



     ATLAS AIR WORLDWIDE HOLDINGS, INC. ANNOUNCES STOCKHOLDER RIGHTS PLAN



     Purchase, NY (June 19, 2001) -- Atlas Air Worldwide Holdings, Inc.
announced today that its Board of Directors declared a dividend distribution of
Rights, which are designed to ensure that stockholders receive better value and
equitable treatment in the event of an unsolicited proposal to acquire control
of the Company. One Right to purchase one one-thousandth of a share of a new
series of junior preferred stock will be issued to Atlas Air Worldwide Holding's
stockholders for each share of the Company's common stock held as of the close
of business on July 2, 2001. On May 31, 2001, Atlas Air Worldwide Holdings had
outstanding 38,229,422 shares of common stock.

Each Right will entitle holders thereof to purchase one one-thousandth of a
share of junior preferred stock at an exercise price of $115 per share, subject
to adjustment. The Rights will be exercisable, and will detach from the
respective shares of common stock, only if a person or group acquires common
stock and/or other voting capital stock of the Company which has 20% or more of
the voting power of all outstanding capital stock of the Company, or announces a
tender or exchange offer that, if consummated, will result in a person or group
beneficially owning any such capital stock of the Company which has 20% or more
of the voting power of all outstanding capital stock of the Company. In the
event that a person or group acquires capital stock of the Company that has 20%
or more of the voting power of all outstanding capital stock of the Company,
each Right will entitle the holder (other than such acquiring person or group)
to purchase Atlas Air Worldwide Holdings common stock with a value of $230,
subject to adjustment. Atlas Air Worldwide Holdings will generally be entitled
to redeem the Rights at $.001 per Right at any time prior to the close of
business on the tenth business day after the Rights become exercisable. The
Rights expire at the close of business on July 2, 2011.

The Rights are not being distributed in response to any specific effort to
acquire control of the Company, and the Board is not aware of any such effort.

Details of the Rights and the related Rights Agreement are outlined in materials
that are being mailed to all stockholders.

Atlas Air Worldwide Holdings, Inc. (NYSE:CGO) is the holding company of Atlas
Air, Inc., a United States certificated air carrier that operates a fleet of
Boeing 747 freighters under ACMI




contracts. These contracts include the provision by Atlas Air of the Aircraft,
Crew, Maintenance and Insurance for some of the world's leading international
carriers.

EX-99.2

                                                                    Exhibit 99.2



     ATLAS AIR, INC. TAKES ADDITIONAL COST REDUCTION ACTIONS



Purchase, NY (June 19, 2001)--Atlas Air Worldwide Holdings, Inc. (NYSE:CGO)
announced today that its wholly owned subsidiary, Atlas Air, Inc. has completed
its previously-announced cost structure review and is taking a number of
significant steps to respond to the current global economic environment and the
corresponding decline in air cargo demand. In conjunction with this review,
Atlas Air has taken certain underutilized aircraft out of service and will
reduce its overall staffing levels to reflect the fleet reduction.

Atlas Air indicated that it will reduce its ground-staff workforce by
approximately 200 employees and will also decrease its fleet service levels by
up to six aircraft until more normalized flying utilization can be resumed. The
Company also said it will take a one-time, primarily non-cash charge in the
second quarter, net of tax, in the range of $40 million to $50 million to cover
severance, account reserves and other non-recurring items.

"This year is the first time in the Company's history that we have had to
lay-off employees, and it has been a very difficult decision to do so," said
Richard Shuyler, Atlas Air, Inc.'s Chief Executive Officer. "We have built a
very successful company - indeed, the world's third-largest air cargo carrier -
largely due to the efforts of our exceptional team of employees. To have to lose
even one of these talented individuals is painful. However, the sudden and
precipitous drop in air freight demand that our customers have seen since the
first quarter requires that we take very immediate and decisive action in order
to protect the Company, our remaining employees and our investors for the
long-term."

Shuyler added, "The global extent of the current economic downturn has become
far wider and deeper than most observers had expected, and has occurred far more
quickly than anyone anticipated. Not only are our customers no longer flying at
levels that exceed guaranteed minimums, but many are having difficulty even
achieving those minimums. As a result, the operational and maintenance spare
aircraft in our fleet that would normally be used to generate excess flying are
sitting largely idle. In addition, two aircraft that we recently took back from
a customer that has filed for bankruptcy have not been placed elsewhere due to
the current economic environment. This has caused Atlas Air to re-evaluate its
fleet needs and to take these aircraft out of service."

"We now expect that the impact of this situation and the continued softness in
the air cargo industry will result in an approximate breakeven for the current
quarter, and full-year 2001




earnings of approximately $.90 to $1.10 per share, before all one-time charges,"
continued Shuyler. "At the same time, we anticipate that the actions we have now
taken will result in annualized savings of approximately $50 million, and will
help to ensure that Atlas Air will be an even stronger and more efficient
company when the economy begins to improve. We are committed to returning Atlas
Air to its previous levels of outstanding financial performance and will
continue to take the necessary steps to do so."

Last month, the Company announced a furlough of 105 of its crewmembers. In
addition, some flight crewmembers have taken advantage of voluntary staff
reduction opportunities offered by the Company as part of its ongoing cost
saving efforts. As a result, no additional flight crewmembers are affected by
today's announcement, although the Company is continuing to evaluate its crew
staffing requirements.

Atlas Air, Inc. is a wholly owned subsidiary of Atlas Air Worldwide Holdings,
Inc. and is a United States certificated air carrier that operates a fleet of
Boeing 747 freighters under ACMI contracts. These contracts include the
provision of Aircraft, Crew, Maintenance and Insurance for some of the world's
leading international carriers.