UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                  SCHEDULE l3D
                    Under the Securities Exchange Act of 1934



                       ATLAS AIR WORLDWIDE HOLDINGS, INC.
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                                (Name of Issuer)

                     Common Stock, par value $0.01 per share
--------------------------------------------------------------------------------
                         (Title of Class of Securities)

                                    049164205
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                                 (CUSIP Number)
                                                     with a copy to:
     Stephen Feinberg                                Robert G. Minion, Esq.
     299 Park Avenue                                 Lowenstein Sandler PC
     22nd Floor                                      65 Livingston Avenue
     New York, New York  10171                       Roseland, New Jersey  07068
     (212) 891-2100                                  (973) 597-2424
--------------------------------------------------------------------------------
                  (Name, Address and Telephone Number of Person
                Authorized to Receive Notices and Communications)

                               September 14, 2005
--------------------------------------------------------------------------------
             (Date of Event which Requires Filing of this Statement)


If the filing person has previously  filed a statement on Schedule l3G to report
the  acquisition  that is the  subject of this  Schedule 13D, and is filing this
schedule because of Sections 240.13d-1(e),  240.13d-1(f) or 240.13d-1(g),  check
the following box. [ ]

Note:  Schedules  filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits.  See Section 240.13d-7 for other
parties to whom copies are to be sent.

*The  remainder of this cover page shall be filled out for a reporting  person's
initial filing on this form with respect to the subject class of securities, and
for  any  subsequent   amendment   containing   information  which  would  alter
disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the  Securities  Exchange  Act of
1934 ("Act") or otherwise  subject to the liabilities of that section of the Act
but  shall be  subject  to all other  provisions  of the Act  (however,  see the
Notes).




Cusip No.      049164205
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  1)   Names of Reporting Persons.  I.R.S. Identification Nos. of  above persons
       (entities only):

                                Stephen Feinberg
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  2)   Check the Appropriate Box if a Member of a Group (See Instructions):
             (a)                    Not
             (b)                 Applicable
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  3)   SEC Use Only

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  4)   Source of Funds (See Instructions):  WC, OO
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  5)   Check if  Disclosure of  Legal Proceedings Is  Required Pursuant to Items
       2(d) or 2(e):         Not Applicable
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  6)   Citizenship or Place of Organization:    United States
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        Number of                     7) Sole Voting Power:            *
                                         ---------------------------------------
        Shares Beneficially           8) Shared Voting Power:          *
                                         ---------------------------------------
        Owned by
        Each Reporting                9) Sole Dispositive Power:       *
                                         ---------------------------------------
        Person With                  10) Shared Dispositive Power:     *
                                         ---------------------------------------
--------------------------------------------------------------------------------
  11)  Aggregate Amount Beneficially Owned by Each Reporting Person:  1,000,000*

--------------------------------------------------------------------------------
  12)  Check if the Aggregate Amount in Row (11) Excludes Certain Shares  (See
       Instructions):      Not Applicable
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  13)  Percent of Class Represented by Amount in Row (11):     5.1%*
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  14)  Type of Reporting Person (See Instructions):       IA, IN
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*  Cerberus Partners, L.P., a Delaware limited partnership ("Cerberus"),  is the
holder of 148,533  shares of the common  stock,  par value  $0.01 per share (the
"Shares"),  of Atlas Air Worldwide Holdings,  Inc., a Delaware  corporation (the
"Company"), Cerberus International, Ltd., a corporation organized under the laws
of the  Bahamas  ("International"),  is the holder of 473,191  Shares,  Cerberus
Series Two Holdings, LLC, a Delaware limited liability company ("Cerberus Series
Two"), is the holder of 128,232 Shares,  Cerberus Series Three Holdings,  LLC, a
Delaware limited liability company  ("Cerberus Series Three"),  is the holder of
197,819 Shares,  Cerberus  America Series One Holdings,  LLC, a Delaware limited
liability company  ("Cerberus America One"), is the holder of 21,132 Shares, and
Cerberus America Series Two Holdings,  LLC, a Delaware limited liability company
("Cerberus  America  Two"),  is the holder of 31,093  Shares.  Stephen  Feinberg
possesses  sole power to vote and direct the  disposition  of all Shares held by
Cerberus,  International,  Cerberus Series Two, Cerberus Series Three,  Cerberus
America One and Cerberus  America Two.  Thus, as of September 14, 2005,  for the
purposes of Reg. Section  240.13d-3,  Stephen Feinberg is deemed to beneficially
own 1,000,000  Shares, or 5.1% of the Shares deemed issued and outstanding as of
that date.





Item 1.   Security and Issuer.
          -------------------

          The class of equity  securities  to which this Schedule 13D relates is
the  common  stock,  par  value  $0.01 per share  (the  "Shares"),  of Atlas Air
Worldwide Holdings, Inc., a Delaware corporation (the "Company").  The principal
executive  offices  of the  Company  are  located  at 2000  Westchester  Avenue,
Purchase, New York 10577.

Item 2.   Identity and Background.
          -----------------------

          The person filing this statement is Stephen  Feinberg,  whose business
address is 299 Park Avenue,  22nd Floor, New York, New York 10171.  Mr. Feinberg
serves as (i) the managing member of Cerberus  Associates,  L.L.C., which is the
general  partner of Cerberus  Partners,  L.P.,  a Delaware  limited  partnership
("Cerberus"), and (ii) through one or more intermediate entities, the investment
manager for each of Cerberus International,  Ltd., a corporation organized under
the laws of the Bahamas ("International"),  Cerberus Series Two Holdings, LLC, a
Delaware limited  liability  company  ("Cerberus  Series Two"),  Cerberus Series
Three Holdings,  LLC, a Delaware limited  liability  company  ("Cerberus  Series
Three"), Cerberus America Series One Holdings, LLC, a Delaware limited liability
company ("Cerberus America One"), and Cerberus America Series Two Holdings, LLC,
a  Delaware  limited  liability  company  ("Cerberus  America  Two").  Cerberus,
International,  Cerberus Series Two, Cerberus Series Three, Cerberus America One
and Cerberus America Two (collectively,  the "Cerberus Entities") are engaged in
the investment in personal  property of all kinds,  including but not limited to
capital  stock,  depository  receipts,   investment  companies,   mutual  funds,
subscriptions,  warrants, bonds, notes, debentures, options and other securities
of whatever kind and nature.  Mr. Feinberg also provides  investment  management
and other services for various other third parties.

          Mr. Feinberg  has never  been  convicted  in any  criminal  proceeding
(excluding traffic violations or similar misdemeanors),  nor has he been a party
to any civil proceeding  commenced before a judicial or  administrative  body of
competent  jurisdiction  as a  result  of which  he was or is now  subject  to a
judgment,  decree or final order enjoining future  violations of, or prohibiting
or mandating  activities subject to, federal or state securities laws or finding
any violation with respect to such laws. Mr. Feinberg is a citizen of the United
States.


Item 3.   Source and Amount of Funds or Other Consideration.
          -------------------------------------------------

          Pursuant  to  the  Final   Modified   Second  Amended  Joint  Plan  of
Reorganization    of   the    Company   and   its    affiliated    debtors   and
debtors-in-possession,  confirmed by the U.S. Bankruptcy Court for  the Southern
District of Florida on July 16, 2004 (the "Plan of Reorganization"), on July 12,
2005 the Company began a pro rata  distribution of 16,095,776  Shares to holders
of allowed  general  unsecured  claims  against  the  Company and certain of its
subsidiaries.  The July 12, 2005  distribution  of Shares  represented the first
distribution on a total of 17,202,666  Shares that were allocated to the holders
of allowed  general  unsecured  claims  against the  Company  and certain  other
entities.  Pursuant  to the Plan of  Reorganization,  Shares  will be  issued to
holders of allowed claims in the same proportion as each holder's  allowed claim
bears to the total  amount of allowed  claims.  The exact  number of Shares that
each claimholder  ultimately receives is dependent on the final total of allowed
claims under the Plan of  Reorganization  and other  factors,  such as unclaimed
distributions and fractional share interests.  Distributions of Shares remaining





after the initial  distribution will take place on a quarterly basis,  beginning
on or about October 11, 2005.  Pursuant to the Plan of  Reorganization,  on July
12,  2005,  Cerberus  received,  for itself and on behalf of the other  Cerberus
Entities, 309,093 Shares.

          In addition to the Shares  distributed to Cerberus on behalf of itself
and the  other  Cerberus  Entities  on July  12,  2005  pursuant  to the Plan of
Reorganization,  each of the  Cerberus  Entities  purchased  Shares in  ordinary
brokerage  transactions  from July 12, 2005 through and including  September 14,
2005. Such ordinary brokerage  transactions are described in more detail in Item
5 below. All funds used to purchase Shares on behalf of Cerberus, International,
Cerberus Series Two,  Cerberus Series Three,  Cerberus  America One and Cerberus
America Two came directly from the assets of Cerberus,  International,  Cerberus
Series Two,  Cerberus Series Three,  Cerberus  America One and Cerberus  America
Two, respectively.


Item 4.   Purpose of Transaction.
          ----------------------

          The  acquisition  of Shares  referred  to in Item 5 is for  investment
purposes.  Mr. Feinberg has no present  plans or  intentions  which relate to or
would  result in any of the  transactions  required to be described in Item 4 of
Schedule 13D.


Item 5.   Interest in Securities of the Issuer.
          ------------------------------------

          Based upon  information  set forth in the Company's  Definitive  Proxy
Statement on Schedule 14A as filed with the Securities  and Exchange  Commission
on August 22, 2005,  there were  19,685,544  Shares issued and outstanding as of
August 5, 2005.  As of September  14,  2005,  Cerberus was the holder of 148,533
Shares,  International was the holder of 473,191 Shares, Cerberus Series Two was
the holder of 128,232  Shares,  Cerberus  Series Three was the holder of 197,819
Shares,  Cerberus  America  One was the  holder of 21,132  Shares  and  Cerberus
America Two was the holder of 31,093  Shares.  Stephen  Feinberg  possesses sole
power to vote  and  direct  the  disposition  of all  Shares  held by  Cerberus,
International,  Cerberus Series Two, Cerberus Series Three, Cerberus America One
and Cerberus  America Two.  Thus, as of September 14, 2005,  for the purposes of
Reg.  Section  240.13d-3,  Mr. Feinberg is deemed to beneficially  own 1,000,000
Shares, or 5.1% of the Shares deemed issued and outstanding as of that date.

          The following tables detail the transactions  during the sixty days on
or prior to  September  14,  2005 in Shares,  or  securities  convertible  into,
exercisable for or exchangeable for Shares,  by Mr. Feinberg or any other person
or entity  controlled  by him or any  person or  entity  for which he  possesses
voting or  investment  control over the  securities  thereof (each of which were
effected in an ordinary brokerage transaction):





                                   I. Cerberus
                                   -----------

                                   (Purchases)

        Date                         Quantity                        Price
        ----                         --------                        -----

    August 4, 2005                    15,000                       $34.0000
    August 5, 2005                    15,000                       $33.8225
    August 9, 2005                     6,000                       $34.2618
    August 11, 2005                    8,600                       $34.9183
    August 17, 2005                    7,500                       $34.5500
    August 18, 2005                   17,000                       $34.3900
    September 7, 2005                  6,350                       $34.0412
    September 9, 2005                  7,800                       $34.1000
    September 14, 2005                18,920                       $34.0285


                                     (Sales)

                                      NONE



                                II. International
                                -----------------

                                   (Purchases)

        Date                         Quantity                        Price
        ----                         --------                        -----

    August 4, 2005                    47,000                       $34.0000
    August 5, 2005                    47,000                       $33.8225
    August 9, 2005                    20,000                       $34.2618
    August 11, 2005                   27,000                       $34.9183
    August 17, 2005                   23,500                       $34.5500
    August 18, 2005                   53,300                       $34.3900
    September 7, 2005                 19,980                       $34.0412
    September 8, 2005                  5,000                       $34.1200
    September 9, 2005                 24,840                       $34.1000
    September 14, 2005                60,297                       $34.0285


                                     (Sales)

                                      NONE





                            III. Cerberus Series Two
                            ------------------------

                                   (Purchases)

        Date                         Quantity                        Price
        ----                         --------                        -----

    August 4, 2005                    13,000                       $34.0000
    August 5, 2005                    13,000                       $33.8225
    August 9, 2005                     5,000                       $34.2618
    August 11, 2005                    7,400                       $34.9183
    August 17, 2005                    6,450                       $34.5500
    August 18, 2005                   14,650                       $34.3900
    September 7, 2005                  5,480                       $34.0412
    September 9, 2005                  6,730                       $34.1000
    September 14, 2005                16,340                       $34.0285


                                     (Sales)

                                      NONE



                            IV. Cerberus Series Three
                            -------------------------

                                   (Purchases)

        Date                         Quantity                        Price
        ----                         --------                        -----

    August 4, 2005                    20,000                       $34.0000
    August 5, 2005                    20,000                       $33.8225
    August 9, 2005                     8,000                       $34.2618
    August 11, 2005                   11,400                       $34.9183
    August 17, 2005                    9,950                       $34.5500
    August 18, 2005                   22,600                       $34.3900
    September 7, 2005                  8,460                       $34.0412
    September 9, 2005                 10,390                       $34.1000
    September 14, 2005                25,200                       $34.0285


                                     (Sales)

                                      NONE






                             V. Cerberus America One
                             -----------------------

                                   (Purchases)

        Date                         Quantity                        Price
        ----                         --------                        -----

    August 4, 2005                     2,000                       $34.0000
    August 5, 2005                     2,000                       $33.8225
    August 9, 2005                     1,500                       $34.2618
    August 11, 2005                    1,300                       $34.9183
    August 17, 2005                    1,050                       $34.5500
    August 18, 2005                    2,400                       $34.3900
    September 7, 2005                    900                       $34.0412
    September 9, 2005                  1,110                       $34.1000
    September 14, 2005                 2,690                       $34.0285


                                     (Sales)

                                      NONE



                            VI. Cerberus America Two
                            ------------------------

                                   (Purchases)

        Date                         Quantity                        Price
        ----                         --------                        -----

    August 4, 2005                     3,000                       $34.0000
    August 5, 2005                     3,000                       $33.8225
    August 9, 2005                     2,000                       $34.2618
    August 11, 2005                    1,800                       $34.9183
    August 17, 2005                    1,550                       $34.5500
    August 18, 2005                    3,550                       $34.3900
    September 7, 2005                  1,330                       $34.0412
    September 9, 2005                  1,630                       $34.1000
    September 14, 2005                 3,960                       $34.0285


                                     (Sales)

                                      NONE


          In addition to the  transactions  detailed  in the  foregoing  tables,
pursuant to the Plan of Reorganization, on July 12, 2005, Cerberus received, for
itself and on behalf of the other Cerberus Entities, 309,093 Shares.




Item 6.   Contracts, Arrangements, Understandings or Relationships With  Respect
          to Securities of the Issuer.
          ----------------------------------------------------------------------

          Not applicable.


Item 7.   Material to be Filed as Exhibits.
          --------------------------------

          Not applicable.






                                    Signature
                                    ---------

          After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information  set forth in this statement is true,  complete and
correct.


                                        August 10, 2006


                                        /s/ Stephen Feinberg
                                        ------------------------------------
                                        Stephen Feinberg, on behalf of  Cerberus
                                        Associates,  L.L.C., the general partner
                                        of Cerberus Partners, L.P., and Cerberus
                                        International, Ltd., Cerberus Series Two
                                        Holdings,   LLC,  Cerberus Series  Three
                                        Holdings,  LLC,  Cerberus America Series
                                        One Holdings,  LLC and Cerberus  America
                                        Series Two Holdings, LLC



      Attention: Intentional misstatements or omissions of fact constitute
               Federal criminal violations (See 18 U.S.C. 1001).