SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549
                                ----------------
                                  SCHEDULE 13D
                                 (Rule 13d-101)

             INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
            TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
                                  RULE 13d-2(a)
                                (Amendment No. 2)

                       Atlas Air Worldwide Holdings, Inc.
--------------------------------------------------------------------------------
                                (Name of Issuer)

                                  Common Stock
--------------------------------------------------------------------------------
                         (Title of Class of Securities)

                                    049164205
--------------------------------------------------------------------------------
                                 (CUSIP Number)

                                  Joel Piassick
                          One Riverchase Parkway South
                            Birmingham, Alabama 35244
--------------------------------------------------------------------------------
                  (Name, Address and Telephone Number of Person
                Authorized to Receive Notices and Communications)

                                November 20, 2006
--------------------------------------------------------------------------------
             (Date of Event which Requires Filing of This Statement)

     If the filing person has previously filed a statement on Schedule 13G to
report the  acquisition  that is the subject of this Schedule 13D, and is filing
this  schedule  because  of Rule  13d-1(e),  13d-1(f)  or  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 Rule 13d-7 for
     other parties to whom copies are to be sent.

----------
(1)  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 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
          ---------------------

1.   NAME OF REPORTING PERSONS
     I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

     HMC Atlas Air, L.L.C.

2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
     (a)  [_]
     (b)  [x]
3.   SEC USE ONLY



4.   SOURCE OF FUNDS*

     WC

5.   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
     PURSUANT TO ITEMS 2(d) OR 2(e)     [_]

6.   CITIZENSHIP OR PLACE OF ORGANIZATION

     Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON

7.   SOLE VOTING POWER

     0

8.   SHARED VOTING POWER

     5,669,386

9.   SOLE DISPOSITIVE POWER

     0

10.  SHARED DISPOSITIVE POWER

     5,669,386

11.  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     5,669,386

12.  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

13.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

     28.4%

14.  TYPE OF REPORTING PERSON*

     CO


CUSIP No. 049164205
          ---------------------

1.   NAME OF REPORTING PERSONS
     I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

     Harbinger Capital Partners Offshore Manager, L.L.C.

2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
     (a)  [_]
     (b)  [x]
3.   SEC USE ONLY


4.   SOURCE OF FUNDS*

     AF

5.   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
     PURSUANT TO ITEMS 2(d) OR 2(e)     [_]

6.   CITIZENSHIP OR PLACE OF ORGANIZATION

     Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON

7.   SOLE VOTING POWER

     0

8.   SHARED VOTING POWER

     5,669,386

9.   SOLE DISPOSITIVE POWER

     0

10.  SHARED DISPOSITIVE POWER

     5,669,386

11.  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     5,669,386

12.  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*


13.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

     28.4%

14.  TYPE OF REPORTING PERSON*

     CO


CUSIP No. 049164205
          ---------------------

1.   NAME OF REPORTING PERSONS
     I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

     HMC Investors, L.L.C.

2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
     (a)  [_]
     (b)  [x]
3.   SEC USE ONLY


4.   SOURCE OF FUNDS*

     AF

5.   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
     PURSUANT TO ITEMS 2(d) OR 2(e)     [_]

6.   CITIZENSHIP OR PLACE OF ORGANIZATION

     Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON

7.   SOLE VOTING POWER

     0

8.   SHARED VOTING POWER

     5,669,386

9.   SOLE DISPOSITIVE POWER

     0

10.  SHARED DISPOSITIVE POWER

     5,669,386

11.  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     5,669,386

12.  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*


13.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

     28.4%

14.  TYPE OF REPORTING PERSON*

     CO


CUSIP No. 049164205
          ---------------------

1.   NAME OF REPORTING PERSONS
     I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

     Philip Falcone

2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
     (a)  [_]
     (b)  [x]
3.   SEC USE ONLY


4.   SOURCE OF FUNDS*

     AF

5.   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
     PURSUANT TO ITEMS 2(d) OR 2(e)     [_]

6.   CITIZENSHIP OR PLACE OF ORGANIZATION

     U.S.A.

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON

7.   SOLE VOTING POWER

     0

8.   SHARED VOTING POWER

     5,669,386

9.   SOLE DISPOSITIVE POWER

     0

10.  SHARED DISPOSITIVE POWER

     5,669,386

11.  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     5,669,386

12.  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*


13.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

     28.4%

14.  TYPE OF REPORTING PERSON*

     IN


CUSIP No. 049164205
          ---------------------

1.   NAME OF REPORTING PERSONS
     I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

     Raymond J. Harbert

2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
     (a)  [_]
     (b)  [x]
3.   SEC USE ONLY


4.   SOURCE OF FUNDS*

     AF

5.   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
     PURSUANT TO ITEMS 2(d) OR 2(e)     [_]

6.   CITIZENSHIP OR PLACE OF ORGANIZATION

     U.S.A.

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON

7.   SOLE VOTING POWER

     0

8.   SHARED VOTING POWER

     5,669,386

9.   SOLE DISPOSITIVE POWER

     0

10.  SHARED DISPOSITIVE POWER

     5,669,386

11.  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     5,669,386

12.  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

13.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

     28.4%

14.  TYPE OF REPORTING PERSON*

     IN


CUSIP No. 049164205
          ---------------------

1.   NAME OF REPORTING PERSONS
     I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

     Michael D. Luce

2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
     (a)  [_]
     (b)  [x]
3.   SEC USE ONLY



4.   SOURCE OF FUNDS*

     AF

5.   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
     PURSUANT TO ITEMS 2(d) OR 2(e)     [_]

6.   CITIZENSHIP OR PLACE OF ORGANIZATION

     U.S.A.

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON

7.   SOLE VOTING POWER

     0

8.   SHARED VOTING POWER

     5,669,386

9.   SOLE DISPOSITIVE POWER

     0

10.  SHARED DISPOSITIVE POWER

     5,669,386

11.  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     5,669,386

12.  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

13.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

     28.4%

14.  TYPE OF REPORTING PERSON*

     IN


CUSIP No. 049164205
          ---------------------

________________________________________________________________________________
Item 1.  Security and Issuer.

     Atlas Air  Worldwide  Holdings,  Inc.  (the  "Issuer"),  Common  Stock (the
"Shares")

     The address of the issuer is 2000 Westchester  Avenue,  Purchase,  New York
10577.

________________________________________________________________________________
Item 2.  Identity and Background.

(a-c,f) This  Schedule 13D is being filed by HMC Atlas Air,  L.L.C.  ("HMC Atlas
Air"),  Harbinger  Capital  Partners  Offshore  Manager,   L.L.C.,   ("Harbinger
Management"),  the Class A Shareholder of HMC Atlas Air, HMC Investors,  L.L.C.,
("HMC Investors") the managing member of Harbinger Management, Philip Falcone, a
member of Harbinger  Management  who acts as the portfolio  manager of HMC Atlas
Air  on  behalf  of  Harbinger  Management  and is the  portfolio  manager  of a
separately managed account (the "Account"),  Raymond J. Harbert, a member of HMC
Investors,  and Michael D. Luce,  a member of HMC  Investors  (each of HMC Atlas
Air, Harbinger Management, HMC Investors, Philip Falcone, Raymond J. Harbert and
Michael  D.  Luce  may  be  referred  to  herein  as a  "Reporting  Person"  and
collectively may be referred to as "Reporting Persons").

Each of HMC Atlas Air,  Harbinger  Management  and HMC  Investors  is a Delaware
limited  liability  company.  Each of Philip  Falcone,  Raymond J.  Harbert  and
Michael D. Luce is a United States citizen.  The principal  business address for
HMC Atlas Air and Philip Falcone is 555 Madison  Avenue,  16th Floor,  New York,
New York 10022. The principal business address for each of Harbinger Management,
HMC Investors,  Raymond J. Harbert and Michael D. Luce is One Riverchase Parkway
South, Birmingham, Alabama 35244.

     (d) None of Philip  Falcone,  Raymond  J.  Harbert  or Michael D. Luce has,
during the last five years, been convicted in a criminal  proceeding  (excluding
traffic violations or similar misdemeanors).

     (e) None of the Reporting  Persons have, during the last five years, been a
party to a civil  proceeding of a judicial or  administrative  body of competent
jurisdiction  and as a  result  of  such  proceeding  were or are  subject  to a
judgement,  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.

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

As of the date hereof HMC Atlas Air may be deemed to beneficially  own 5,669,386
Shares.

As of the date hereof  Harbinger  Management may be deemed to  beneficially  own
5,669,386 Shares.

As of the date hereof HMC Investors may be deemed to beneficially  own 5,669,386
Shares.

As of the date hereof Philip Falcone may be deemed to beneficially own 5,669,386
Shares.

As of the date  hereof  Raymond J.  Harbert  may be deemed to  beneficially  own
5,669,386 Shares.

As of the  date  hereof  Michael  D.  Luce may be  deemed  to  beneficially  own
5,669,386 Shares.

The Shares were received in distributions from the Issuer in connection with its
corporate reorganization.

No borrowed  funds were used to purchase  the  Shares,  other than any  borrowed
funds used for working capital purposes in the ordinary course of business.

________________________________________________________________________________
Item 4.  Purpose of Transaction.

The Reporting  Persons have acquired their Shares of the Issuer for  investment.
The Reporting  Persons  evaluate  their  investment in the Shares on a continual
basis.  The Reporting  Persons have no plans or proposals as of the date of this
filing  which,  other than as  expressly  set forth  below,  relate to, or would
result  in,  any of the  actions  enumerated  in Item 4 of the  instructions  to
Schedule 13D.

The  Reporting  Persons  reserve the right to be in contact  with members of the
Issuer's  management,  the members of the  Issuer's  Board of  Directors,  other
significant shareholders and others regarding alternatives that the Issuer could
employ to increase shareholder value.

The Reporting Persons reserve the right to effect transactions that would change
the number of shares they may be deemed to beneficially own.

The Reporting Persons further reserve the right to act in concert with any other
shareholders  of the Issuer,  or other  persons,  for a common purpose should it
determine  to do so,  and/or to  recommend  courses  of  action to the  Issuer's
management,  the Issuer's  Board of  Directors,  the Issuer's  shareholders  and
others.

________________________________________________________________________________
Item 5.  Interest in Securities of the Issuer.

(a, b) As of the date hereof,  HMC Atlas Air may be deemed to be the  beneficial
owner of 5,669,386 Shares, constituting 28.4% of the Shares of the Issuer, based
upon 19,996,261 Shares outstanding as of September 30, 2006.

     HMC  Atlas Air has the sole  power to vote or direct  the vote of 0 Shares;
has the shared  power to vote or direct the vote of 5,669,386  Shares;  has sole
power to dispose or direct the disposition of 0 Shares;  and has shared power to
dispose or direct the disposition of 5,464,386 Shares.

(a,  b) As of the date  hereof,  Harbinger  Management  may be  deemed to be the
beneficial owner of 5,669,386  Shares,  constituting  28.4% of the Shares of the
Issuer, based upon 19,996,261 Shares outstanding as of September 30, 2006.

     Harbinger  Management  has the sole  power to vote or direct  the vote of 0
Shares; has the shared power to vote or direct the vote of 5,669,386 Shares; has
sole  power to dispose or direct  the  disposition  of 0 Shares;  and has shared
power to dispose or direct the disposition of 5,669,386 Shares.

Harbinger Management  specifically  disclaims beneficial ownership in the Shares
reported herein except to the extent of its pecuniary interest therein.

(a, b) As of the date hereof,  HMC Investors may be deemed to be the  beneficial
owner of 5,669,386 Shares, constituting 28.4% of the Shares of the Issuer, based
upon 19,996,261 Shares outstanding as of September 30, 2006.

     HMC  Investors  has the sole  power to vote or direct the vote of 0 Shares;
has the shared  power to vote or direct the vote of 5,669,386  Shares;  has sole
power to dispose or direct the disposition of 0 Shares;  and has shared power to
dispose or direct the disposition of 5,669,386 Shares.

HMC Investors specifically disclaims beneficial ownership in the Shares reported
herein except to the extent of its pecuniary interest therein.

(a, b) As of the date hereof,  Philip Falcone may be deemed to be the beneficial
owner of 5,669,386 Shares, constituting 28.4% of the Shares of the Issuer, based
upon 19,996,261 Shares outstanding as of September 30, 2006.

     Mr. Falcone has the sole power to vote or direct the vote of 0 Shares;  has
the shared power to vote or direct the vote of 5,669,386 Shares;  has sole power
to dispose  or direct  the  disposition  of 0 Shares;  and has  shared  power to
dispose or direct the disposition of 5,669,386 Shares.

Mr. Falcone  specifically  disclaims beneficial ownership in the Shares reported
herein except to the extent of his pecuniary interest therein.

(a,  b) As of the date  hereof,  Raymond  J.  Harbert  may be  deemed  to be the
beneficial owner of 5,669,386  Shares,  constituting  28.4% of the Shares of the
Issuer, based upon 19,996,261 Shares outstanding as of September 30, 2006.

     Mr. Harbert has the sole power to vote or direct the vote of 0 Shares;  has
the shared power to vote or direct the vote of 5,669,386 Shares;  has sole power
to dispose  or direct  the  disposition  of 0 Shares;  and has  shared  power to
dispose or direct the disposition of 5,669,386 Shares.

Mr. Harbert  specifically  disclaims beneficial ownership in the Shares reported
herein except to the extent of his pecuniary interest therein.

(a, b) As of the date hereof, Michael D. Luce may be deemed to be the beneficial
owner of 5,669,386 Shares, constituting 28.4% of the Shares of the Issuer, based
upon 19,996,261 Shares outstanding as of September 30, 2006.

     Mr. Luce has the sole power to vote or direct the vote of 0 Shares; has the
shared power to vote or direct the vote of 5,669,386  Shares;  has sole power to
dispose or direct the  disposition of 0 Shares;  and has shared power to dispose
or direct the disposition of 5,669,386 Shares.

Mr. Luce  specifically  disclaims  beneficial  ownership in the Shares  reported
herein except to the extent of his pecuniary interest therein.

(c) The trading dates,  number of Shares  purchased and sold and price per share
for all transactions in the Shares in the past 60 days by the Reporting  Persons
are set forth in Exhibit B. All transactions were conducted in the open-market.

________________________________________________________________________________
Item 6.  Contracts, Arrangements, Understandings or Relationships with Respect
         to Securities of the Issuer.

         Not Applicable

________________________________________________________________________________
Item 7.  Material to be Filed as Exhibits.

Exhibit A: Agreement between the Reporting Persons to file jointly
Exhibit B: Schedule of Transactions in the Shares of the Issuer


                                    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.

HMC Atlas Air, L.L.C.
By: Harbinger Capital Partners Offshore Manager, L.L.C., Class A Shareholder
By: HMC Investors, L.L.C., Managing Member

By: /s/ Joel B. Piassick
------------------------

Harbinger Capital Partners Offshore Manager, L.L.C.
By: HMC Investors, L.L.C., Managing Member

By: /s/ Joel B. Piassick
------------------------

HMC Investors, L.L.C.

By: /s/ Joel B. Piassick
------------------------


/s/ Philip Falcone
------------------------
Philip Falcone

/s/ Raymond J. Harbert
------------------------
Raymond J. Harbert

/s/ Michael D. Luce
------------------------
Michael D. Luce

November 22, 2006



Attention.  Intentional  misstatements  or omissions of fact constitute  federal
criminal violations (see 18 U.S.C. 1001).


                                                                       Exhibit A


                                    AGREEMENT

The undersigned agree that this Schedule 13D dated November 22, 2006 relating to
the Common Stock of Atlas Air Worldwide Holdings,  Inc. shall be filed on behalf
of the undersigned.


HMC Atlas Air, L.L.C.
By: Harbinger Capital Partners Offshore Manager, L.L.C.
By: HMC Investors, L.L.C., Managing Member

By: /s/ Joel B. Piassick
------------------------

Harbinger Capital Partners Offshore Manager, L.L.C.
By: HMC Investors, L.L.C., Managing Member

By: /s/ Joel B. Piassick
------------------------

HMC Investors, L.L.C.

By: /s/ Joel B. Piassick
------------------------


/s/ Philip Falcone
------------------------
Philip Falcone

/s/ Raymond J. Harbert
------------------------
Raymond J. Harbert

/s/ Michael D. Luce
------------------------
Michael D. Luce

November 22, 2006


                                                                       Exhibit B

                        Transactions in the Common Stock
                        --------------------------------

                          Transactions by HMC Atlas Air


            Date of             Number of Shares
          Transaction           Purchased/(Sold)       Price of Shares
          -----------           ----------------       ---------------

          11/20/2006                250,100                 37.49
          11/21/2006                150,000                 39.91
          11/21/2006                 55,000                 39.24

















SK 03773 0001 723936