UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  SCHEDULE 13G

                    Under the Securities Exchange Act of 1934
                                (Amendment No. 1)*

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

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

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

                                 August 31, 2005
                                -----------------
             (Date of Event which Requires Filing of this Statement)

Check the  appropriate box to designate the rule pursuant to which this Schedule
is filed:

                                [X] Rule 13d-1(b)
                                [ ] Rule 13d-1(c)
                                [ ] Rule 13d-1(d)

*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 the
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).


                          Continued on following pages
                               Page 1 of 9 Pages



                                  SCHEDULE 13G

CUSIP No.  049164205                                          Page 2 of 9 Pages

1        Names of Reporting Persons
         I.R.S. Identification Nos. of above persons (entities only)

                  SARANAC CAPITAL MANAGEMENT LP

2        Check the Appropriate Box If a Member of a Group (See Instructions)

                                                     a. [ ]
                                                     b. [X]

3        SEC Use Only

4        Citizenship or Place of Organization

                  DELAWARE

                            5             Sole Voting Power
Number of                                         0
  Shares
Beneficially                6             Shared Voting Power
  Owned By                                        0
    Each
Reporting                   7             Sole Dispositive Power
    Person                                        0
    With
                            8             Shared Dispositive Power
                                                  0

9        Aggregate Amount Beneficially Owned by Each Reporting Person

                                    0

10       Check Box If the Aggregate Amount in Row (9) Excludes Certain
         Shares (See Instructions)

                                    [  ]

11       Percent of Class Represented By Amount in Row (9)

                                    0%

12       Type of Reporting Person (See Instructions)

                                    IA; PN



                                  SCHEDULE 13G

CUSIP No.  049164205                                          Page 3 of 9 Pages

1        Names of Reporting Persons
         I.R.S. Identification Nos. of above persons (entities only)

                  SARANAC CAPITAL MANAGEMENT GP LLC

2        Check the Appropriate Box If a Member of a Group (See Instructions)

                                                     a. [ ]
                                                     b. [X]

3        SEC Use Only

4        Citizenship or Place of Organization

                  DELAWARE

                            5             Sole Voting Power
Number of                                         0
  Shares
Beneficially                6             Shared Voting Power
  Owned By                                        0
    Each
Reporting                   7             Sole Dispositive Power
    Person                                        0
    With
                            8             Shared Dispositive Power
                                                  0

9        Aggregate Amount Beneficially Owned by Each Reporting Person

                                    0

10       Check Box If the Aggregate Amount in Row (9) Excludes Certain
         Shares (See Instructions)

                                    [  ]

11       Percent of Class Represented By Amount in Row (9)

                                    0%

12       Type of Reporting Person (See Instructions)

                                    HC; OO


                                  SCHEDULE 13G

CUSIP No.  049164205                                          Page 4 of 9 Pages

1        Names of Reporting Persons
         I.R.S. Identification Nos. of above persons (entities only)

                  ROSS MARGOLIES

2        Check the Appropriate Box If a Member of a Group (See Instructions)

                                                     a. [ ]
                                                     b. [X]

3        SEC Use Only

4        Citizenship or Place of Organization

                  UNITED STATES

                            5             Sole Voting Power
Number of                                         0
  Shares
Beneficially                6             Shared Voting Power
  Owned By                                        0
    Each
Reporting                   7             Sole Dispositive Power
    Person                                        0
    With
                            8             Shared Dispositive Power
                                                  0

9        Aggregate Amount Beneficially Owned by Each Reporting Person

                                    0

10       Check Box If the Aggregate Amount in Row (9) Excludes Certain
         Shares (See Instructions)

                                    [   ]

11       Percent of Class Represented By Amount in Row (9)

                                    0%

12       Type of Reporting Person (See Instructions)

                                    HC; IN



                                  SCHEDULE 13G

CUSIP No.  049164205                                          Page 5 of 9 Pages





Item 1(a)         Name of Issuer:

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

Item 1(b)         Address of the Issuer's Principal Executive Offices:

                  2000 Westchester Avenue, Purchase, NY 10577

Item 2(a)         Name of Person Filing:

                  The  Statement  is filed on  behalf  of each of the  following
persons (collectively, the "Reporting Persons"):

                  i)   Saranac   Capital   Management   LP   ("Saranac   Capital
Management");

                  ii)  Saranac  Capital  Management  GP  LLC  ("Saranac  Capital
Management GP"); and

                  iii) Ross Margolies ("Mr. Ross Margolies").

                  This Statement  relates to Shares (as defined herein) held for
the account of Saranac Capital Management.

                  Saranac  Capital  Management GP is the general  partner of
Saranac  Capital  Management  and,  in  such  capacity  may be  deemed  to  have
investment  discretion  over and be the beneficial  owner of securities held for
the account of Saranac Capital  Managment In his capacity as the managing member
of Saranac  Capital  Management  GP, Mr.  Ross  Margolies  may be deemed to have
investment  discretion  over, and may be deemed to be the  beneficial  owner of,
securities held for the account of Saranac Capital Management.

Item 2(b)         Address of Principal Business Office or, if None, Residence:

                  The address of the  principal  business  office of each of the
Reporting Persons is 31 West 52nd Street, New York, NY 10019.

Item 2(c)         Citizenship:

                  1)  Saranac   Capital   Management   is  a  Delaware   limited
partnership;

                  2)  Saranac  Capital  Management  GP  is  a  Delaware  limited
liability company; and

                  3) Mr. Ross Margolies is a citizen of the United States.

Item 2(d)         Title of Class of Securities:

                  Common Stock (the "Shares")

Item 2(e)         CUSIP Number:

                  049164205



                                  SCHEDULE 13G

CUSIP No.  049164205                                          Page 6 of 9 Pages

Item 3.           If this statement is filed pursuant to Rule 13d-1(b), or
                  13d-2(b) or (c), check whether the person filing is a:

If this Statement is Filed Pursuant to Sections  240.13d-1(b) or 240.13d-2(b) or
(c), Check Whether the Person Filing is a(n):

                    (a)  [ ] Broker or dealer registered under Section 15 of the
                         Act (15 U.S.C. 78o);

                    (b)  [ ] Bank as defined  in Section  3(a)(6) of the Act (15
                         U.S.C. 78c);

                    (c)  [ ] Insurance company as defined in Section 3(a)(19) of
                         the Act (15 U.S.C. 78c);

                    (d)  [ ] Investment  company  registered  under Section 8 of
                         the Investment Company Act of 1940 (15 U.S.C. 80a-8);

                    (e)  [X]  Investment  adviser  in  accordance  with  Section
                         240.13d-1(b)(1)(ii)(E);

                    (f)  [  ]  Employee   benefit  plan  or  endowment  fund  in
                         accordance with Section 240.13d-1(b)(1)(ii)(F);

                    (g)  [X]  Parent  holding   company  or  control  person  in
                         accordance with Section 240.13d-1(b)(1)(ii)(G);

                    (h)  [ ] Savings  association  as defined in Section 3(b) of
                         the Federal Deposit Insurance Act (12 U.S.C. 1813);

                    (i)  [ ] Church plan that is excluded from the definition of
                         an investment  company  under  Section  3(c)(14) of the
                         Investment Company Act of 1940 (15 U.S.C. 80a-3);

                    (j)  [    ]    Group,    in    accordance    with    Section
                         240.13d-1(b)(1)(ii)(J).

Item 4.           Ownership:

Item 4(a)         Amount Beneficially Owned:

                  Each of the Reporting Persons may no longer be deemed to be 
the beneficial owner of any Shares.  

Item 4(b)         Percent of Class:

                  The  number of Shares  each of the  Reporting  Persons  may be
deemed to beneficially own constitutes  approximately 0% of the total number
of Shares outstanding. 



                                  SCHEDULE 13G

CUSIP No.  049164205                                          Page 7 of 9 Pages
                                                             
Item 4(c)         Number of shares as to which such person has:

         Saranac Capital Management
         --------------------------
         (i)       Sole power to vote or direct the vote              0

         (ii)      Shared power to vote or to direct the vote         0

         (iii)     Sole power to dispose or to direct the
                   disposition of                                     0

         (iv)      Shared power to dispose or to direct the
                   disposition of                                     0

         Saranac Capital Management GP
         -----------------------------
         (i)       Sole power to vote or direct the vote              0

         (ii)      Shared power to vote or to direct the vote         0

         (iii)     Sole power to dispose or to direct the
                   disposition of                                     0

         (iv)      Shared power to dispose or to direct the
                   disposition of                                     0

         Mr. Ross Margolies
         ------------------
         (i)       Sole power to vote or direct the vote              0

         (ii)      Shared power to vote or to direct the vote         0

         (iii)     Sole power to dispose or to direct the
                   disposition of                                     0

         (iv)      Shared power to dispose or to direct the
                   disposition of                                     0

Item 5.           Ownership of Five Percent or Less of a Class:

                  If this statement is being filed to report the fact that as of
the date hereof the reporting person has ceased to be the beneficial owner of
more than five percent of the class of securities, check the following [X].

Item 6.           Ownership of More than Five Percent on Behalf of Another
                  Person:

                  This Item 6 is not applicable.

Item 7.           Identification and Classification of the Subsidiary Which
                  Acquired the Security Being Reported on by the Parent
                  Holding Company or Control Person:

                  This Item 7 is not applicable.

Item 8.           Identification and Classification of Members of the Group:

                  This Item 8 is not applicable.

Item 9.           Notice of Dissolution of Group:

                  This Item 9 is not applicable.



                                  SCHEDULE 13G

CUSIP No.  049164205                                          Page 8 of 9 Pages

Item 10. Certification:

                  By signing below the Reporting  Person  certifies that, to the
best of such person's  knowledge and belief,  the  securities  referred to above
were not  acquired  and are not held for the  purpose  of or with the  effect of
changing or  influencing  the control of the Issuer of such  securities and were
not  acquired and are not held in  connection  with or as a  participant  in any
transaction having such purpose or effect.



                                                              Page 9 of 9 Pages


                                   SIGNATURES

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

Date:    September 12, 2005                SARANAC CAPITAL MANAGEMENT LP

                                           By: Saranac Capital Management GP LLC
                                               its General Partner


                                           By: /s/ Ross Margolies
                                           -------------------------------------
                                           Name:  Ross Margolies
                                           Title: Managing Member

Date:    September 12, 2005                SARANAC CAPITAL MANAGEMENT GP LLC


                                           By: /s/ Ross Margolies
                                           -------------------------------------
                                           Name:  Ross Margolies
                                           Title: Managing Member

Date:    September 12, 2005                ROSS MARGOLIES


                                           /s/ Ross Margolies
                                           -------------------------------------