SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                   FORM 12B-25

                         COMMISSION FILE NUMBER 0-25732

                           NOTIFICATION OF LATE FILING

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

                      FOR PERIOD ENDED: DECEMBER 31, 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 Worldwide Holdings, 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.


                                       1



                                    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.)

The Registrant is unable to file its Annual Report on Form 10-K for the year
ended December 31, 2002 by the required filing date, principally due to
difficulties encountered in obtaining historical records and data to enable the
Registrant's current independent auditors, Ernst & Young LLP ("E & Y"), to
re-audit the Registrant's financial results for the 2000 and 2001 fiscal years.
These results had been audited by Arthur Andersen & Co., the Registrant's former
independent public accounting firm. The Registrant currently anticipates having
its audit for fiscal 2002 completed during the first half of 2003 but is unable
to predict when E & Y will complete its re-audit of the 2000 and 2001 results,
if at all.
                                     PART IV
                                OTHER INFORMATION

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

          William C. Bradley, Vice President and Treasurer 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).

                                                   [ ] Yes      [X] No

          Registrant's Quarterly Report on Form 10-Q for the quarter ended
          September 30, 2002

     (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 2002 and those for 2000 and
2001 until the re-audit of such financial information has been completed.




                                       2





                         Atlas Air Worldwide Holdings, 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 WORLDWIDE HOLDINGS, INC.
                                 (Registrant)


Dated:  April 1, 2003            By: /s/ William C. Bradley
                                     ------------------------------------------
                                     Name:   William C. Bradley
                                     Title:  Vice President and Treasurer