UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT ~~PURSUANT~~Pursuant TOto ~~SECTION~~ Section 13 ORor 15(d) OFof ~~THE SECURITIES~~the ~~EXCHANGE~~Securities ~~ACT~~Exchange OFAct of 1934

~~DATE~~September 7, ~~OF REPORT~~ 2004 (~~DATE~~Date OFof ~~EARLIEST EVENT~~earliest ~~REPORTED):~~event ~~August 30, 2004~~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.)


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

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


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

(Registrant’s telephone number, including area code~~: (914~~) ~~701-8000~~

(Former name or former address, if changed since last report)

Atlas Air, Inc.

(Exact name of registrant as specified in its charter)

Delaware		0-25732		84-1207329
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)


Delaware (State or other jurisdiction of incorporation)		0-25732 (Commission File Number)		84-1207329 (IRS Employer Identification No.)

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


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

(914) 701-8000 (Registrant’s telephone number, including area code~~: (914~~) ~~701-8000~~

(Former name or former address, if changed since last report)

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.

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 (see General Instruction A.2. below):


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

TABLE OF CONTENTS

Item 58.0201. ~~Departure~~Other ofEvents ~~Directors~~and orRequired ~~Principal~~FD ~~Officers;~~Disclosure ~~Election~~Item of9.01. ~~Directors;~~Financial ~~Appointment~~Statements ofand ~~Principal~~Exhibits ~~Officers~~Signatures ~~SIGNATURES~~Exhibit Index Press Release

Item 58.0201 ~~Departure~~Other ofEvents ~~Directors~~and orRequired ~~Principal~~FD ~~Officers; Election of Directors; Appointment of Principal Officers~~Disclosure

~~(b)~~ On ~~August~~September 307, 2004, ~~David~~Polar W.Air ~~Lancelot~~Cargo, ~~Senior~~Inc., ~~Vice~~the ~~President~~wholly ~~and Chief~~owned ~~Financial~~subsidiary ~~Officer~~ of Atlas Air Worldwide Holdings, Inc. ~~(the “Company”)~~, ~~submitted~~issued ~~his~~the ~~resignation~~press ~~effective September 10,~~release ~~2004.~~attached ~~Mr.~~hereto ~~Lancelot resigned to return to his home town of Dallas, Texas in a senior~~as ~~financial position with Highland Capital Management, an investment advisory firm. The Company is commencing a search to fill Mr.~~Exhibit ~~Lancelot’s position~~99.1 ~~Until~~and ~~a permanent~~incorporated ~~replacement~~herein ~~is found, his responsibilities will be assumed~~ by ~~the existing members of the Company’s senior management team~~reference.

~~Table~~Item of9.01 ~~Contents~~Financial Statements and Exhibits

SIGNATURES


Exhibit No.		Description
99.1		Polar Air Cargo, Inc.’s press release dated September 7, 2004.

PursuantTable 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. Contents

	Atlas Air Worldwide Holdings, Inc.
DATE: September 3, 2004	By:	/s/ John W. Dietrich
	John W. Dietrich
	Senior Vice President, General Counsel and Chief Human Resources Officer
	Atlas Air, Inc.
DATE: September 3, 2004	By:	/s/ John W. Dietrich
	John W. Dietrich
	Senior Vice President, General Counsel andChief Human Resources Officer

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: September 7, 2004	By:	/s/ John W. Dietrich
		Name:	John W. Dietrich
		Title:	Senior Vice President, General Counsel and Chief Human Resources Officer

	Atlas Air, Inc.
Dated: September 7, 2004	By:	/s/ John W. Dietrich
		Name:	John W. Dietrich
		Title:	Senior Vice President, General Counsel and Chief Human Resources Officer

EXHIBIT INDEX

Exhibit Index


Exhibit No.		Description
99.1		Polar Air Cargo, Inc.’s press release dated September 7, 2004.

Table of Contents

Table of Contents

PursuantTable 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. Contents

Table of Contents

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